Reference is made to the disclosure set forth under Items 2.01 and 8.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

As more fully described in Item 2.01 below, effective June 12, 2009, Goldpoint entered into an exchange agreement (the "Exchange Agreement") with Olympian Cruises, LLC ("Olympian"), a Delaware limited liability company.

Under the terms of the Exchange Agreement, Goldpoint, will at closing, acquire all of the issued and outstanding capital stock of IBI, a privately held exempt Cayman Islands company, which before closing was a wholly owned subsidiary of Olympian. In exchange for the outstanding capital stock of IBI , Goldpoint is obligated to issue to Olympian, 13,889,500 shares of Goldpoint's Class A Common Stock, $0.001 par value and 16,110,500 shares of Goldpoint's Class B Common Stock (hereinafter the "Share Exchange"). Goldpoint is not currently authorized to issue either Class A Common Stock or Class B Common Stock. Therefore, the Exchange Agreement requires Goldpoint to create a new Delaware corporation, Island Breeze International, Inc. and merge into it (the "Merger"). As a consequence of such merger, Goldpoint's name will be changed to Island Breeze International, Inc. and it will be authorized to issue Class A Common Stock, Class B Common Stock and preferred stock under its Certificate of Incorporation.

In order to facilitate the closing of the Share Exchange, Goldpoint and Olympian agreed to consummate the Merger after the consummation of the Share Exchange rather than beforehand. Olympian will initially receive 30,000,000 shares of Goldpoint's common stock on consummation of the Share Exchange and after the Merger is consummated will exchange 16,110,500 shares of Class A Common Stock for an identical number of shares of Class B common stock (the "B for A Exchange"). After consummation of the Share Exchange, Goldpoint will issue (i) 5,566,795 shares of its common stock to Catino, SA in satisfaction of three convertible promissory notes (the "Catino Convertible Notes") aggregating $5,000,000 in principal and $566,795 in accrued interest and (ii) an aggregate 300,049 shares common stock in satisfaction of three convertible promissory notes aggregating $150,000 in principal and $25.00 in interest (the "Investor Notes"). The Catino Convertible Notes and the Investor Notes were issued by IBI and by their terms automatically converted into Goldpoint common stock immediately after of the consummation of the Share Exchange.

Pursuant to the Exchange Agreement, Goldpoint was required to redeem 2,000,000 shares of its common stock from Patrick Orr, Goldpoint's former President and one of two members of its Board of Directors prior to the closing of the Share Exchange, in consideration for a convertible promissory note in the amount of . . .

Reference is made to the disclosure set forth under Items 1.01 and 8.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

As of June 12, 2009, Olympian, a Delaware limited liability company, acquired control of our company (Goldpoint) and we expect to become a Delaware corporation and change our name to Island Breeze International, Inc. As of such date, Goldpoint issued an aggregate of approximately 30,000,000 shares of its common stock (or approximately 80.3% of its outstanding common stock then outstanding) to Olympian. We subsequently issued 5,666,795 shares (14.9% of outstanding) of our common stock in satisfaction of the Catino Convertible Notes and 300,049 shares (0.8% of outstanding) in satisfaction of the Investor Notes.

In return for such issuances of shares, Goldpoint received all of the outstanding shares of capital stock of IBI, a privately held exempt Cayman Islands company. Thus, IBI became Goldpoint's wholly-owned subsidiary and the business of the subsidiary constitutes Goldpoint's only operations.

In connection with the issuances of shares, as described above, and the corresponding change in control of the Company, Patrick Orr resigned as our director, President, and Chief Financial Officer and James Orr resigned as our Corporate Secretary. Prior to such resignations Patrick Orr appointed new officers and directors of the Company, as further described below.

Prior to the Share Exchange described above, Olympian owned 100% of the outstanding capital stock of IBI and now Olympian has become our majority shareholder. After the closing of the Share Exchange, Goldpoint issued (i) 5,566,795 shares of its common stock to Catino, SA in satisfaction of three convertible promissory notes aggregating $5,000,000 in principal and $566,795 in accrued interest and (ii) an aggregate 300,049 shares common stock in satisfaction of three convertible promissory notes aggregating $150,000 in principal and $25.00 in interest (the "Investor Notes"). These notes were issued by IBI, and by their terms automatically converted into Goldpoint common stock after the closing of the Share Exchange.

On June 12, 2009, immediately prior to the Share Exchange, Goldpoint redeemed 2,000,000 shares of its common stock from Patrick Orr, Goldpoint's former President and one of two members of its Board of Directors prior to the Share Exchange, in consideration for a convertible promissory note in the amount of $600,000 (the "Orr Note"). The Orr Note matures on September 12, 2009, unless sooner converted by the holder at a conversion price of $1.00 per share. We can force the conversion of the Orr Note on or before the maturity date on written demand, provided we pay Mr. Orr $50,000.

The Company, Goldpoint, (which has been a Nevada corporation), by way of merger into a newly formed Delaware corporation (the "Merger"), will became a Delaware . . .

Reference is made to the disclosure set forth under Item 2.01 (MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS - Sales of Unregistered Securities) of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

The issuance of Goldpoint's common stock and warrants, as the case may be, to Olympian, Patrick Orr, Catino, SA and the holders of the Investor Notes was exempt from registration under the Securities Act pursuant to Section 4(2) thereof and such other available exemptions, including, with respect to Catino, SA and the holders of the Investor Notes Regulation S of the Securities Act.

(a) On June 12, 2009, Goldpoint Resources, Inc. dismissed Kyle L. Tingle, CPA, LLC ("KLT Audit") as its independent certified public accountants. The decision was approved by the Board of Directors of the Company.

The report of KLT Audit on the Company's financial statements for its fiscal years ended December 31, 2007 and 2008 did not contain an adverse opinion or disclaimer of opinion. During the Company's fiscal years ended December 31, 2007 and 2008 and the subsequent interim periods preceding the termination, there were no disagreements with KLT Audit on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of KLT Audit would have caused KLT Audit to make reference to the subject matter of the disagreements in connection with its report on the financial statements for such years or subsequent interim periods, except that the report of KLT Audit for such period indicated conditions which raised substantial doubt about the Company's ability to continue as a going concern.

The Company requested that KLT Audit furnish it with a letter addressed to the Securities and Exchange Commission ("SEC") stating whether or not it agrees with the Company's statements in this Item 4.01(a). A copy of the letter furnished by KLT Audit in response to that request, dated June 12, 2009is filed as Exhibit 16.1 to this Form 8-K.

(b) Effective June 12, 2009, Berstein & Pinchuk, LLP of New York, New York ("BP"), was engaged as the Company's new independent registered accounting firm. During the two most recent fiscal years and the interim period preceding the engagement of KLT Audit, the Company has not consulted with BP regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements; or (ii) any matter that was either the subject of a disagreement or event identified in paragraph (a)(1)(iv) of Item 304 of Regulation S-K.

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Effective as of the Closing of the Share Exchange, Patrick Orr, the existing director of Goldpoint resigned, and the following directors of Goldpoint were appointed: Bradley T. Prader, Sean F. McManimon, Michael C. Hovdestad, Thomas L. Schneider and Craig A. Szabo. Mr. Bradley T. Prader serves as the Chairman of the Company's Board of Directors.

Also effective as of the Closing, the existing officers of Goldpoint resigned, and the following officers were appointed by the newly constituted Board of Directors: Bradley T. Prader, President and Chief Executive Officer, Sean F. McManimon, Chief Operating Officer, Michael C. Hovdestad, Chief Legal Officer, and Steven G. Weismann, Chief Financial Officer.

The resumes of Goldpoint's Directors and Officers are included earlier in this Form 8-K in Item 2.01 under the caption "Directors and Executive Officers, Promoters and Control Persons".

None of the newly appointed officers and directors, nor any of their affiliates, currently beneficially own any equity securities or rights to acquire any securities of Goldpoint except as otherwise described in this Report, and no such persons have been involved in any transaction with Goldpoint or any of its directors, executive officers or affiliates that is required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"), other than with respect to the transactions that have been described in this Report or in any prior reports filed by Goldpoint with the SEC. None of the newly appointed officers and directors have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor have they been a party to any judicial or administrative proceeding during the past five years, except for matters that were dismissed without sanction or settlement, that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Until otherwise determined, the full Board of Directors will undertake the duties of the Audit Committee, Compensation Committee and Nominating Committee of the Board of Directors.

Effective as of the Closing, pursuant to the provisions of the bylaws of Goldpoint, applicable to all holders of capital stock, the Board of Directors of Goldpoint, by resolution increased the number of directors on the Board of Directors of Goldpoint from one to seven.

In accordance with applicable laws, Goldpoint expects to consummate the Merger, among other things, change its name to Island Breeze International, Inc. in the future. Reference is made to the disclosure set forth under Items 1.1, 2.01 (Description of Securities) of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Reference is made to the disclosure set forth under Items 2.01 and 2.02 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Financial Statements with Report of Independent Registered Public Accounting Firm for Island Breeze International for Years ended December 31, 2007 and December 31, 2008 and the Period from ­September 27, 2006 (inception) to December 31, 2008 are included in Exhibit 99.2.

The Unaudited Financial Statements of Island Breeze International for the three month period ended March 31, 2009 are included in Exhibit 99.3.

Pro Forma Financial Information for Goldpoint, as of December 31, 2008, and for the three month period ended March 31, 2009 are included in Exhibit 99.4.

(b) Exhibits.

                         2.1*  Share Exchange Agreement, dated as of June 12,
                               2009, among Goldpoint Resources, Inc. and Olympian
                               Cruises, LLC.
                         3.1** Articles of Incorporation of Goldpoint Resources,
                               Inc.
                         3.2** By-Laws Incorporation of Goldpoint Resources, Inc.
                         4.1*  Form of Convertible Promissory Note in the
                               principal amount of $500,000 issued by Island
                               Breeze International to Catino, SA dated May 23,
                               2008.
                         4.2*  Form of Convertible Promissory Note in the
                               principal amount of $4,000,000 issued by Island
                               Breeze International to Catino, SA dated May 23,
                               2008.
                         4.3*  Form of Convertible Promissory Note in the
                               principal amount of $500,000 issued by Island
                               Breeze International to Catino, SA dated September
                               3, 2008.
                         4.4*  Form of Convertible Promissory Notes issued to
                               investors, in the aggregate principal amount of
                               $150,000, in June 2009.
                         4.5*  Form of Convertible Promissory Note issued to
                               Patrick Orr in the amount of $600,000, dated June
                               12, 2009.
                         10.1* Mortgage issued as of May, 2008 by Island Breeze
                               International, as Mortgagor, to Catino, S.A., as
                               Mortgagee.
                         14**  Code of Ethics.
                         16.1* Letter from Accountants.
                         23.1* Consent of Accountants.
                         99.2* Financial Statements with Report of Independent
                               Registered Public Accounting Firm for Island Breeze
                               International for Years ended December 31, 2007 and
                               December 31, 2008 and the Period from ­September
                               27, 2006 (inception) to December 31, 2008.
                         99.3* The Unaudited Financial Statements of Island Breeze
                               International for the three month period ended
                               March 31, 2009.
                         99.4* Pro Forma Financial Information for Goldpoint, as
                               of December 31, 2008, and for the three month
                               period ended March 31, 2009.

Numbers with (*) are filed herewith. Numbers with (**) have been incorporated by reference to our Form SB-2, filed on December 13, 2007.