Embarr Downs, Inc. (EMBR)

[surfkast]

According to the filings, I believe these are the dividends and stocks investors are entitled to as of the dates submitted. I do believe there may be a typo in the paragraph following the R/S as it states 2012.

Item 8.01 Other Events.

(1) On February 18, 2014, the Company’s Board of Directors approved an annual dividend of $.001 to its shareholders to be paid quarterly. The dividend of $.001 per share shall be paid in equal payments over these quarters. This dividend payment is in addition to the 20% of the purse winnings from the Company’s thoroughbreds. The Company will make special dividends to include any purse winnings from its thoroughbreds.

As such on February 18, 2014 the Company filed a Notification of Corporate Action with FINRA for a dividend of $0.00025 per share to shareholders of record on February 28, 2014. Any fraction of a penny shall be rounded up to the nearest $.01. The Company expects the dividend to be paid on March 7, 2014.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9794190

Item 8.01 Other Events.


(1) On March 25, 2014, the Company’s Board of Directors approved a dividend of $.0001 per share to shareholders of record on April 4, 2014


http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9876255


(1) The Company approved the issuance of a Series C Preferred Stock to common shareholders of record as of April 30, 2014. Each shareholder shall receive 1 share of Series A Preferred Stock for every 3,500 shares of Common Stock, any fractional share shall be rounded up to the nearest share. The expected payment date is May 10, 2014.

(2) The Company will provide a quarterly dividend to its Series C Preferred Stock holders of $1.50 per quarter or $6.00 per year for each share of Series C Preferred Stock.

(3) The Company may distribute additional shares of its Series C Preferred Stock to shareholders in the future

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9923169

Reverse stock split

On September 20, 2013, the Company executed a Fifty Thousand to One (50,000:1) reverse stock split of issued and outstanding shares of its Common Stock. As part of the reverse, the total authorized shares of Common Stock were reduced to 500,000,000 shares. The Company accounted for the reverse stock split retrospectively and is presented accordingly in the Company’s financial statements.

Series B Preferred Stock

, the Company approved of the issuance of Series B Preferred Stock to its Common Stock shareholders. Each common stock shareholders, prior to the reverse stock split, received one share of Series B Preferred Stock for each 2,500 common stock shares owned. As a result 1,565,696 of Series B Preferred Stocks were issued for a total fair value of $1,566. The stock dividend is considered an equity transaction due to all shareholders participating in the issuance.

The Series B Preferred Stock consists of 2,000,000 authorized and 1,565,696 are issued and outstanding as of the date of this filing. The Series B Preferred has the following terms and rights:

Dividend : No dividend rights

Ranks : All shares of Preferred Stock shall rank superior with all of the Corporation's Common Stock, $.0001 par value (the "Common Stock"), now or hereafter issued, as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, including the payment of dividends.

Conversion Provisions.

(a) The company may convert, at any time by an affirmative vote of the Board of Directors, the shares of the Series B Preferred Stock into Common Stock equal to a rate equal to $1.00 divided by the closing price of the Company’s Common Stock as listed by OTC Markets (“Market Value”) for the date the conversion was approved by the Board of Directors. If no closing price is available, then the Market Value shall be assumed to be $1.00 per common share. Any fractional share shall be rounded up to the nearest share.

(b) Each share of the Series B Preferred Stock, unless previously converted, will automatically convert on August 31, 2018 (the “mandatory conversion date”), into a number of shares of common stock equal to a rate equal to $1.00 divided by the closing price of the Company’s Common Stock as listed by OTC Markets (“Market Value”) for the date the conversion was approved by the Board of Directors. If no closing price is available, then the Market Value shall be assumed to be $1.00 per common share. Any fractional share shall be rounded up to the nearest share.

Voting Rights. The holders of the mandatory convertible preferred stock do not have voting rights other than those specifically required by Nevada law.

Series C Preferred Stock

On April 16, 2014, the Company approved of the issuance of Series C Preferred Stock to its Common Stock shareholders. Each common stock shareholders received one share of Series B Preferred Stock for each 3,500 common stock shares owned. As a result 13,797 of Series B Preferred Stocks were issued for a total fair value of $1. The stock dividend is considered an equity transaction due to all shareholders participating in the issuance.

The Series C Preferred Stock consists of 15,000,000 authorized and 113,797 are issued and outstanding as of the date of this filing. The Series C Preferred has the following terms and rights:

Rank . All shares of Preferred Stock shall rank superior with all of the Corporation's Common Stock, no par value (the "Common Stock"), now or hereafter issued, as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, including the payment of dividends.

Dividends . No dividend shall be declared or paid on the Preferred Stock unless approved and declared by the Board of Directors.

No Liquidation Preference . In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Corporation, the Series C Preferred shares shall have no priority on liquidation superior to that of the other Preferred Stock. The Series C Preferred shareholders will be entitled to preferential amounts paid in to the Corporation and be paid in full, for funds paid for the Series C Preferred Shares, if sufficient funds exist . The holders of shares of other series of Preferred Stock shall be entitled to participate with the Common Stock in all of the remaining assets of the Corporation available for distribution to its stockholders, ratably with the holders of Common Stock in proportion to the number of shares of Common Stock held by them, assuming for each holder of Preferred Stock on the record date for such distribution that each holder was the holder of record of the number (including any fraction) of shares of Common Stock into which the shares of Preferred Stock then held by such holder are then convertible. A liquidation, dissolution, or winding-up of the Corporation, as such terms are used in this Section 5, shall not be deemed to be occasioned by or to include any merger of the Corporation with or into one or more corporations or other entities, any acquisition or exchange of the outstanding shares of one or more classes or series of the Corporation, or any sale, lease, exchange, or other disposition of all or a part of the assets of the Corporation.
Voting Rights . The holders of the preferred stock do not have voting rights other than those specifically required by Nevada law.

No Redemption . The shares of Preferred Stock are not redeemable, unless approved by the Board of Directors and agreed upon by the Series C Preferred Shareholders.


http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10096186