OTC/PINK Breaking Material Events

[HDOGTX]

EMBR 8K MERGER

EMBARR DOWNS, INC. FILES (8-K) Disclosing Other Events Edgar Online "Glimpses"
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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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Embarr Downs, Inc.

Dated: August 21, 2014 By: /s/ Joseph Wade

Name: Joseph Wade Title: CEO 3

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