OTC/PINK Breaking Material Events

[Mark]

EMBR, .031 MERGER: Appears they just released some info on it....

From: [e-mail] [mailto:[e-mail]]
Sent: Thursday, August 21, 2014 1:38 PM
To: [e-mail]
Subject: W+B Partners Update

Today W+B Partners announced that it was merging its operations into Embarr Downs (EMBR).

Embarr Downs and W+B Partners have agreed to merge the operations of W+B Partners into Embarr Downs. W+B Partners began operating in June 2014. W+B Partners has three operating divisions. The operating divisions are: (1) Consulting, (2) real estate and (3) event management.

Consulting: The consulting division assists companies to go public. This operates as W+B Consulting

Real Estate: This division acquires and flips properties and operates as SouthCorp Capital which is currently traded under the symbol of STHC

Event Management: The Company recently acquired Torrent Energy which trades under TREN. Last week the Company acquired the rights to thepokertour.com and expects to merge The Poker Tour (TPT) into Torrent Energy. TPT will operate as a poker tour similar to WSOP and WPT but will air its tour online. The goal with TPT will be to create the first actual poker tour that does not require a buy-in and limits the fields based on rankings similar to golf and tennis.

W+B Partners has generated revenue of approximately $400,000 since it began operating in June 2014 and has assets in excess of $5,000,000. The assets are based on the closing price of the securities it holds. W+B Partners typically is paid a cash fee plus a 4.9% stake in its consulting clients. We expect the merger to close after September 1 due to the fact that Embarr’s quarter will end on August 31. By closing after September 1 it will provide the Company additional time to determine the accounting impact of the merger and if the previous revenue will be account for on Embarr’s profit and loss or just on-going revenue will be accounted. The merger will not result in the issuance of any additional shares since our current majority shareholders are the majority shareholders of both entities.

Embarr Downs was acquired over a year and was our initial company. We made a few mistakes over the past year and are correcting them. We started with a cash intensive company instead of a low cash need company, such as W+B Partners. Once we get through the next 4-6 months, though these mistakes will be a thing of the past and W+B Partners.

Sincerely,

Joseph Wade