Attached files
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): January 26, 2010
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Cinnabar
Ventures Inc.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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333-145443
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98-0585450
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(State or other
jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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17595
S. Tamiami Trail, Suite 300
Fort
Myers, FL 33908
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(Address
of Principal Executive Office) (Zip Code)
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239-561-3827
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(Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last
report)
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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.
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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 efficiently.
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.
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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.
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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:
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All
graphics appearing on YIPPY and/or other related web properties unless
explicitly specified.
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All
photographs appearing on YIPPY and/or other related web properties unless
explicitly specified.
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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.
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Process
Patents
YIPPY
holds patents and/or rights to patents pending for the following:
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·
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Application
No. 60981453; Related Patents:
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i.
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Electrical
Computers and Digital Processing
Systems
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ii.
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Middleware
Configuration
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iii.
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Ubiquitous
Communication and Processes
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Application
No. 20060190669; Class 711004000 (USPTO); Related
Patents:
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i.
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Electrical
Computers and Digital Processing
Systems
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ii.
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Memory,
Addressing Combined with Specific Memory Configuration or
System
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iii.
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Dynamic-type
Storage Device (e.g. Disk, Tape,
Drum)
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Web
Properties
YIPPY
owns a total of 197 Web Properties:
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Domains
Associated with YIPPY (19);
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Domains
Associated with RED NETWORK (116);
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Domains
Associated with MEDIA (26);
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Domains
Associated with REAL ESTATE / AUCTIONS (9);
and
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Domains
Associated with DEVELOPMENT / OTHER
(27).
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YIPPY
Web-Based Operating System
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All
Data and Displays Fully Database Driven, including the Advertising
Platform and all other Modules.
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“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.
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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.
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Communication
Modules:
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i.
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Web-Based
Email
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ii.
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Productivity
Suite
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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.
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iii.
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Video
Conferencing
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iv.
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Live
Chat
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v.
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Social
Networking
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Advertising
Modules:
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i.
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In-Stream
Custom Delivery of both Rich-Media and Mixed Media
Advertisements.
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ii.
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Intuitive
Banner Delivery Complimentary to In-Stream
Advertisements.
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iii.
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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.
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iv.
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Custom
tracking of advertising views, clicks, and related
data.
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v.
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Saleable
custom scripts for embeddable tracking of real-time statistics for
advertisements on other services.
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vi.
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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.
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vii.
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All
in-player advertising fully
clickable.
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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.
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Gaming
Module:
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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.
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Television
Module:
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i.
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User-resizable
dynamic television platform supportive of in-stream rich media and mixed
media advertising.
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ii.
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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.
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iii.
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Custom
Flash video player.
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iv.
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Infinite
capability for expansion of programming, including ability to stream
content from trusted partners.
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v.
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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.
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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.
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Browser
Module:
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Includes
custom-built content filtering
capabilities.
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ii.
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Includes
custom-built search filtering
capabilities.
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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.
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Radio
Module:
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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 BUSINESS ACQUIRED.
The
Audited Consolidated Financial Statements of Yippy will be filed as an amendment
to this Form 8-K within seventy-one (71) days of the date of this
filing.
The
Unaudited Consolidated Financial Statements of Yippy will be filed as an
amendment to this Form 8-K within seventy-one (71) days of the date of this
filing.
(b)
PRO FORMA FINANCIAL INFORMATION.
The pro
forma financial information will be filed as an amendment to this Form 8k within
seventy-one (71) days of the date of this filing.
(c)
SHELL COMPANY TRANSACTIONS
N/A
(d)
EXHIBITS
2.1 Share
Exchange Agreement, by and among Cinnabar Ventures Inc., YIPPY, Inc. and the
shareholders of YIPPY, Inc., dated January 26, 2010.
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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.
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CINNABAR
VENTURES INC.
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Date:
February 1, 2010
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By:
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/s/
Richard Granville
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Richard
Granville
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Chief
Executive Officer
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