Embarr Downs, Inc. (EMBR)

[$b_rich$]

Item 8.01 Other Events.



The Company’s Board of Directors has decided to file a Form 15-12G with the United States Securities and Exchange Commission. The Company will continue to file its Quarterly, Annual and Periodic Reports through OTCMarkets.com to maintain its OTC Current Tier Level. The Company made the decision for the following reasons:




a.


The Company expenses related to its reporting requirements are approximately $204,000 per year (or $17,000 per month)






b.


The OTC Markets new bid requirement of $.01 for 30 days for OTCQB. The Company expects that it would have to do a reverse of the stock to obtain the $.01. The Company currently has no plans to reverse the stock.



The Company’s annual expenses to maintain reporting status are broken out as follows:




i.


Audit Expense: $125,000 - $150,000






ii.


New Staff: $70,000






iii.


Legal Expenses: $10,000






iv.


XBRL Fees: $10,000 just to file 10-Qs and 10-K






v.


OTC Markets New Fee: $10,000


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