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EX-10.2 - PROMISSORY NOTE DATED OCTOBER 14, 2009 BY AND BETWEEN GRANVILLE AND BELMONT. - Cinnabar Ventures Inc | f8k101409ex10ii_cinnabar.htm |
EX-10.1 - COMMON STOCK PURCHASE AGREEMENT DATED OCTOBER 14, 2009 BY AND BETWEEN GRANVILLE AND BELMONT. - Cinnabar Ventures Inc | f8k101409ex10i_cinnabar.htm |
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): October 14, 2009
Cinnabar
Ventures, Inc.
|
(Exact
name of registrant as specified in its
charter)
|
Nevada
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333-145443
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98-0585450
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||||||||||
(State or other jurisdiction of incorporation) |
(Commission File
Number)
|
(
IRS Employer Identification
No.)
|
||||||||||
|
17595
S. Tamiami Trail, Suite
200
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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360
Main Street
Washington,
VA 22747
|
(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 (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
See Item
2.01 below.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
October 14, 2009 (the “Closing Date”), Richard Granville, individually
(“Granville” or the “Purchaser”), acquired the majority of the issued and
outstanding common stock of Cinnabar Ventures, Inc., a Nevada corporation (the
“Company”), from Belmont Partners, LLC, a Virginia limited liability company
(“Belmont” or the “Seller”), in accordance with a common stock purchase
agreement (the “Stock Purchase Agreement”) by and among Granville, Belmont and
the Company. On the Closing Date, pursuant to the terms of the Stock
Purchase Agreement, Granville acquired five million (5,000,000) shares of the
Company’s issued and outstanding common stock representing approximately 78.86%
of the Company’s issued and outstanding common stock, for a total purchase price
of one hundred and ninety five thousand dollars ($195,000.00), seventy thousand
dollars ($70,000.00) of which has already been paid and one hundred and twenty
five thousand dollars ($125,000.00) of which will be paid back pursuant to the
terms of the promissory note referenced in the Stock Purchase Agreement and
attached hereto as Exhibit 10.2 (the “Promissory
Note”) (collectively, the “Purchase Price”).
Business
Pursuant
to the change in control of the Company, the Company has changed its business
plan, as set forth below:
Cinnabar
will become a new economy technology company that develops technologies and
relationships for Web-OS systems in the cloud computing space. Interactive Media
and online advertising will also be a focus of the Company. Cinnabar will also
invest in other technologies such as device and systems management platforms as
well as companies with high growth potentials in search, social networking,
e-com and wireless communications. Cinnabar currently is in acquisition mode to
build our business model around like and kind businesses with seamless vertical
integrations into our long term business plan. Cinnabar will also licenses
brands, domains and content for distribution across our network platforms for
wireless devices and traditional content distribution channels.
Item
5.01 Changes in Control of Registrant
On the
Closing Date, pursuant to the terms of the Agreement, Granville purchased a
total of five million (5,000,000) shares of the issued and outstanding common
stock of the Company, representing (78.86%) of the total issued and outstanding
stock of the Company, from Belmont. In exchange for the controlling
shares of the Company, Granville agreed to pay the Purchase Price, as referenced
in Item 2.01 above.
In
connection with the change in control, the Company changed the location of its
executive offices to 17595 S. Tamiami Trail, Suite 200, Fort Myers, FL
33908.
Item
5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(a) Resignation of
Directors/Officers
Effective
immediately upon the consummation of the transactions contemplated by the Stock
Purchase Agreement, Joseph Meuse tendered his resignation from all offices held
in the Company. He has remained on as a director.
(b) Appointment
of Directors and Officers
The
following persons were appointed as our executive officers and directors.
Directors are elected to hold offices until the next annual meeting of
Shareholders and until their successors are elected or appointed and qualified.
Officers are appointed by the board of directors until a successor is elected
and qualified or until resignation, removal or death.
Name
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Age
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Position
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Richard
Granville
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40
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Chief
Executive Officer, President and
Chairman
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The
business experience of Richard Granville during the past five years is as
follows:
Richard
Granville, Chief Executive Officer, Chairman.
Mr.
Granville, age 40, has over twenty years experience in new technology
development, sales and marketing experience. From November 2008 to
present Mr. Granville has served as the Managing Partner of Yippy Partnership
Group. From November 2006 to September 2008, Mr. Granville served as
Chief Executive Officer of Jack9 Entertainment, Inc (“Jack9”). Jack9
was one of the most successful IPTV units online and achieved under his
direction a top 250 web property. From March 2003 to October 2006,
Mr. Granville served as President of Southpaw, Inc. Mr. Granville
swiftly brought the company to profitability and spun off another successful
business Southpaw Stucco and Stone. From June 2001 to March 2003 Mr.
Granville served as President of Granville Management Services. Mr.
Granville spent this period helping small emerging businesses in the “Green”
technologies sector. Mr. Granville invested time and capital into
Green home technology and automation, alternative energy research and grid
management in the United States, Dominican Republic, Canada and
Mexico. Mr. Granville also worked with data delivery systems over
high power tension wires in Europe during this same period. Mr.
Granville also served as the Chairman and CEO of Grace Development, Inc. one of
the most successful reverse mergers of the “dot com” era. Mr.
Granville took the company to nearly a billion dollar market cap before turning
the company over to Ben Holcomb, the former President of Bell South
International in February 2000.
During
the past five years, none of our officers, directors, promoters or control
persons has had any of the following events occur:
·
|
any
bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer, either at the time of the
bankruptcy or within two years prior to that
time;
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·
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any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding, excluding traffic violations and other minor
offenses;
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·
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being
subject to any order, judgment or decree, not substantially reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
enjoining, barring, suspending or otherwise limiting his involvement in
any type of business, securities or banking business;
and
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·
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being
found by a court of competent jurisdiction in a civil action, the SEC or
the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities
law.
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Family
Relationships
None.
Related
Party Transactions
There are
no related party transactions reportable under Item 5.02 of Form 8-K and Item
404(a) of Regulation S-K.
Item
9.01 Financial Statement and Exhibits.
(a)
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Exhibits.
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10.1
10.2
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Common
Stock Purchase Agreement dated October 14, 2009 by and between Granville
and Belmont.
Promissory
Note dated October 14, 2009 by and between Granville and
Belmont.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Cinnabar
Ventures, Inc.
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(Registrant)
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||
Date:
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October
16, 2009
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/s/
Richard Granville
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Name:
Richard Granville
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||
Title:
Chief Executive Officer
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