Vortex Brands Co (VTXB)

[surfkast]

WB Partners announced today that it has obtained preliminary agreement from its client Vortex Brands and Zulu Energy whereby Vortex Brands will be merged into Zulu Energy. Vortex Brands has the exclusive license to market and sell products under the Vortex Tennis name and http://www.vortextennis.com. The Company is currently one of the largest sellers of tennis related products in California and is seeking to expand throughout the United States.


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Prospectus Summary, page 6

1.
You indicate in your response that WB Partners is the majority shareholder of 1PM Industries. You also indicate that Embarr Downs acquired WB Partners from Wade and Billington. Identify the control persons of Embarr Downs.

Joseph Wade is the control person of Embarr Downs. On May 19, 2015, Embarr Downs agreed to rescind the acquisition of WB Partners. No consideration was given by Embarr Downs to Joseph Wade or Matt Billington for acquisition of WB Partners. Additionally, Mr. Wade agreed to sell his controlling interest in Embarr Downs to unrelated 3rd party. The sell is expected to close by July 31, 2015. As a result, WB Partners is no longer a subsidiary of Embarr Downs.

2.
We have considered your response to our prior comment 4 and reiterate that comment. Your response indicates that the Company “issued the shares to WB Partners…as part of the acquisition of Embarr Farms.” However, your disclosure indicates that “WB Partners purchased majority control from David Cutler.” There is no explanation as to why the company would have issued shares to WB. Provide us with copies of the merger agreement.

Prior to the acquisition of Embarr Farms, WB Partners was the sole shareholder of Embarr Farms and David Cutler was the majority shareholder of 1PM Industries (f/k/a Torrent Energy). As part of the merger between 1PM Industries and Embarr Farms consideration was given to WB Partners for the shares that it owned in Embarr Farms and it also acquired the shares owned by David Cutler for $25,000. The reason 1PM Industries issued shares to WB Partners would be to exchange consideration for the acquisition of Embarr Farms since 1PM had no ownership of Embarr Farms prior to the merger.

3.
Expand the organizational chart to include WB Partners, Embarr Downs and the control persons of Embarr Downs.

WB Partners is owned by Joseph Wade and Matt Billington.


https://www.sec.gov/Archives/edgar/data/859747/000147793215003608/filename8.htm