Embarr Downs, Inc. (EMBR)

[surfkast]

integral Member Level Thursday, 09/04/14 05:57:09 PM
Re: nerostock post# 16818
Post # of 16925

You mean the B in W+B? Again, no 8K Item 2.01 and Item 9.01. Also, no Item 5.02.

So far, nothing happened, unless they forgot to file with the SEC.


integral Member Level Thursday, 09/04/14 04:26:40 PM
Re: monda2frida post# 16814
Post # of 16925

Check out the issuers original 10-12g filing in 2013, look who signed it. Is that a different Joseph Wade?

Or is it the same Joseph Wade who issued himself $945,000 in stock for 18 months of accrued compensation.
http://www.sec.gov/Archives/edgar/data/1552719/000118518513002071/embarrdowns10-12g091813.htm


integral Member Level Thursday, 09/04/14 04:20:38 PM
Re: monda2frida post# 16812
Post # of 16925

Is there anything in there that says "New Management"? If so, they were required to disclose that in the same form under either 5.01 and or 5.02 depending on which applies.

So where is it? And who are they?



integral Member Level Wednesday, 09/03/14 12:26:27 PM
Re: nerostock post# 16761
Post # of 16925

I am amazed that Wade did not "true up" his fiduciary responsibility to his shareholders by hiding under the PSLRA. As a penny stock expert, he should know that penny stock issuers cannot use the PSLRA nor Section 27(A).

So why do it? Why?


Quote:
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Additionally, forward-looking statements made by issuers of penny stock are excluded
from the safe harbors in section 27A of the Securities Act and section 21D of the Joseph Wade
Embarr Downs, Inc.
January 9, 2014
Page 2
Exchange Act. Please confirm that you will not include references to the Private
Securities Litigation Reform Act of 1995 so long as you are an issuer of penny stock. We
note in this regard the third risk factor on page 14.
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http://www.sec.gov/Archives/edgar/data/1552719/000000000014001257/filename1.pdf


integral Member Level Wednesday, 09/03/14 11:15:17 AM
Re: nerostock post# 16761
Post # of 16925

Maybe this is the "true up":


Quote:
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May 31,
2014

August 31,
2013

ASSETS
Current assets:

Cash or cash equivalents
23,844 $ 2,902
Thoroughbreds
47,679 55,000
Total assets
71,523 $ 57,902
--------------------------------------------------------------------------------



Since, the issuer "trued up" its accounting to account for the inventory it claimed to have purchased prior to the May 22, 2014 8K, they "trued up" that inventory on the balance sheet for the period ending May 31, 2014.

They "true upped" the inventory to ZERO.

Where did it go?

So, which filing is false? The 8K or the 10Q?


integral Member Level Wednesday, 09/03/14 10:33:34 AM
Re: Bocephus post# 16754
Post # of 16925

Quote:
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Item 8.01 Other Events.

(1)
Over the past 60-75 days, the Company’s majority shareholders had been discussing selling their position to a Company looking to do a reverse into Embarr Downs. The purchase price was approximately $300,000. Due to the uncertainty during the time, the Company did not finish building the fish farms in Indiana. Last week the Company’s majority shareholder decided against selling their position.

(2)
During this time the Company’s directors reevaluated its current operations. The Company’s directors decided that its current operations required significant cash to operate and manage before revenue would be generated. As such, the Company decided to postpone the launch of the Embarr Farms until the Company has sufficient revenue to offset the need cash to expand the Company. As a result of this the Company’s directors have agreed to merge a company owned and operated by them into Embarr Downs.

(3)
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.
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Just formed?

Where is Item 1.01? And the Exhibit?

Where is Item 2.01? And the audit of W-B?