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): February 823, 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) 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:

~~[ ]~~ 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 3.02 Unregistered Sales of Equity Securities

Pursuant to the appointment of Mr. Frank Mambuca to Cinnabar Venture, Inc.’s Board of Directors, we issued a total of 100,000 shares of our common stock, par value $.001 per share, to Mr. Mambuca as compensation for services rendered.

These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the 'Act'). These shares of our Common Stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares 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 shares offered. We did not undertake an offering in which we sold a high number of shares 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 shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares 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 of 1933 for this transaction.

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

On February 819, 2010 ~~(the “Effective Date”)~~, Cinnabar Ventures, Inc. (the “Company”) announced ~~and~~the ~~Linda~~appointment ~~Starr~~of Mr. ~~(“Starr”)~~Frank ~~entered~~Mambuca ~~into~~to anthe ~~employment~~Company’s ~~agreement~~Board ~~(the~~of ~~“Agreement”)~~Directors. The ~~Pursuant~~appointment ~~to the Agreement, Starr~~ was ~~appointed~~made ~~Chairman~~subsequent ofto the Company’s ~~Board~~recent ofannouncement ~~Directors; the term~~ of the ~~Agreement~~pending isacquisition ~~for~~of 3US ~~years~~Metropolitan ~~from~~Telecom ~~the Effective~~LLC, ~~Date~~where ~~and~~Mr. ~~shall~~Mambuca ~~continue~~holds ~~thereafter~~the asposition ~~long as Starr is elected Chairman~~ of ~~the Board~~President ofand ~~Directors~~Chief ~~of the Company~~Executive Officer.

~~Linda~~Frank Mambuca ~~Starr, age 52,~~ has ~~more than~~been 30President ~~years~~& CEO of ~~successful~~US ~~and~~Metropolitan ~~in-depth~~Telecom ~~experience~~(“US ~~in senior management roles~~Metro”) insince ~~the~~its ~~high~~inception ~~technology industry. Ms. Starr has spent the past six and a half years~~ in ~~various~~2006 ~~executive sales, marketing~~ and ~~strategy~~is ~~roles within Advanced Micro Devices, Inc. (“AMD”),~~ a ~~semiconductor~~member ~~company~~of ~~which provides processing solutions for~~ the ~~computing,~~FiberCon ~~graphics~~Holdings ~~and consumer electronics~~Investor ~~markets~~Group inwhich ~~the~~has ~~United~~a ~~States,~~substantial ~~Canada,~~investment ~~Europe~~in ~~and~~US ~~Asia~~Metro. ~~Most recently, Ms~~ Mr. ~~Starr held~~Mambuca ~~the~~has ~~position of Corporate Vice President and Chief Sales Strategist within~~more ~~AMD,~~than ~~where~~25 ~~she~~years ~~was~~experience ~~instrumental~~ in ~~driving~~the ~~key~~IT ~~customer acquisition~~ and ~~performance~~ ~~strategies,~~communication ~~resulting~~networks ~~in record growth for which she was awarded the Company’s highest honor, “The AMD President’s Award” for her leadership and contributions~~industry. Prior to US ~~joining AMD~~Metro, ~~in 2003, Ms~~Mr. ~~Starr~~Mambuca ~~held~~was ~~the position of Sr. Vice~~ President, ~~Sales~~ & ~~Marketing~~CEO ~~(Global) at VBrick Systems, a supplier~~ of ~~high~~ ~~performance~~American ~~video~~Wireless ~~networking solutions. Before that~~Providers, ~~Ms. Starr held key~~ ~~management~~which ~~positions~~was ata ~~both~~wireless networking start-up ~~organizations~~company and large companies, ranging from pre-revenue to IPO at Visioneer, Inc, as the founding sales executive; to the range of $500 Million revenue responsibility as a Vice President for NEC Technologies; to $13 Billion in ~~revenue~~Southwest ~~responsibility,~~Florida ~~as the Vice President of~~deploying ~~Channels~~WiMax ~~for Compaq Computer Corporation~~networks. Ms. Starr brings a wealth of experience and a strong record of top performance and achievement in sales, marketing, operations, M&A transactions, strategy and business development. Ms. Starr also served as a Managing Partner for Heidrick and Struggles Los Angeles office, where she was responsible for recruiting and management consulting services for top executives in the technology, financial, healthcare and entertainment industries.

Mr. Mambuca also served as the Group Vice President of Global Operations for Level 3 Communications based in Denver, Colorado, with responsibility for global customer operations, service activation, network management, field services and internal-enterprise operations. In this role, he oversaw all network construction, installation, repair and maintenance of the Level 3's 40,000+ fiber optic network across Europe, Asia and North America. Prior to his Group Vice President appointment at Level 3, Mr. Mambuca held the positions of Senior Vice President Global Field Services, Vice President of North American Field Services and Vice President of Eastern Field Operations.

Before joining Level 3 in 1998, Mr. Mambuca was Vice President of Engineering and Operations for XCOM Technologies based in Boston, Massachusetts, where he managed the development and operations of managed modem networks and the development of cutting-edge soft-switch technology.

In addition, Mr. Mambuca has held several management positions in operations, engineering and technical training for New York Telephone Company, NYNEX and Bell Atlantic in New York City as well as across the Northeast United States.

Mr. Mambuca received his bachelor's degree from Columbia University in New York in 1985 with a major in computer science and electrical engineering. He earned his master's degree from Polytechnic University in New York in 1997 with a major in telecommunications.

Family Relationships

Mr. ~~Starr~~ Mambuca does not have a family relationship with any of the officers or directors of the Company.

Employment Agreement

Pursuant to the terms of the Agreement, Starr will be paid a directors fee of $120,000 per year, which shall be paid monthly in advance, at a rate of $10,000 per month. In addition, the Company has granted Starr on option to purchase 500,000 shares of the Company’s common stock at an exercise price of $0.01 per share (subject to the approval of the board of directors), which shall be fully vested on the Effective Date.

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.

The foregoing description of the Employment Agreement is not intended to be complete and is qualified in its entirety by the complete text of the agreement attached as an exhibit to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

~~(d) Exhibits~~None.

10.1 Employment Agreement by and between Cinnabar Ventures, Inc. and Linda Starr.

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: February 12, 2010	By:	/s/ Richard Granville
Date: February 23, 2010	By:	/s/ Richard Granville
		Richard Granville
		Chief Executive Officer

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