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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Embarr Downs Inc (PK) | USOTC:EMBR | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0005 | 0.0005 | 0.0013 | 0.00 | 21:00:00 |
Nevada
|
46-3403755
|
|
(State of Incorporation)
|
(I.R.S. Employer Identification No.)
|
|
205 Ave. Del Mar. #984, San Clemente, California
|
92674
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
o |
Non-accelerated filer
|
o |
Accelerated filer
|
o |
Smaller reporting company
|
x |
Title of Each Class
|
|
Outstanding as of July 15, 2014,
|
Common stock, par value $0.0001 per share
|
48,078,284
|
|
Class A Preferred Stock, par value $0.001 per share
|
4,000,000
|
|
Class B Preferred Stock, par value $0.001 per share
|
|
1,565,696
|
Item 1.
|
Financial Statements
|
3 |
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
10 |
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
14 |
Item 4.
|
Control and Procedures
|
14 |
PART II - OTHER INFORMATION |
Item 1.
|
Legal Proceedings
|
16 |
Item 1A.
|
Risk Factors
|
16 |
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
16 |
Item 3.
|
Defaults Upon Senior Securities
|
16 |
Item 4.
|
Mine Safety Disclosures
|
16 |
Item 5.
|
Other Information
|
16 |
Item 6.
|
Exhibits
|
17 |
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 | |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
|
||||||||
Accounts payable
|
7,249 | $ | - | |||||
Accrued dividend payable
|
302 | - | ||||||
Notes payable
|
90,500 | - | ||||||
Notes payable- related party
|
20,714 | 13,000 | ||||||
Total liabilities
|
118,765 | 13,000 | ||||||
Shareholders’ Equity:
|
||||||||
Preferred Stock Series A, par value $.001, 5,000,000 shares authorized, 4,000,000 and 4,000,000 issued and outstanding, respectively
|
4,000 | 4,000 | ||||||
Preferred Stock Series B, par value $.001, 2,000,000 shares authorized, 1,565,696 and 0 issued and outstanding, respectively
|
1,566 | - | ||||||
Preferred Stock Series C, par value $.0001, 15,000,000 shares authorized, 113,797 and 0 issued and outstanding, respectively
|
1 | - | ||||||
Common Stock, par value $.0001, 500,000,000 shares authorized, 48,078,284 and 78,284 issued and outstanding, respectively.
|
4,808 | 8 | ||||||
Additional paid in capital
|
1,795,493 | 61,117 | ||||||
Subscription receivable
|
(433,787 | ) | - | |||||
Dividend paid
|
(17,810 | ) | - | |||||
Accumulated deficit
|
(1,401,513 | ) | (20,223 | ) | ||||
Total shareholders' equity (deficit)
|
(47,242 | ) | 44,902 | |||||
Total liabilities and shareholders' equity (deficit)
|
71,523 | $ | 57,902 |
Three Months
|
Three Months
|
Nine Months
|
Nine Months
|
|||||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
|||||||||||||
May 31,
|
May 31,
|
May 31,
|
May 31,
|
|||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Ordinary income
|
$ | 610 | $ | - | $ | 26,448 | $ | - | ||||||||
Cost of goods sold
|
- | 19,027 | - | |||||||||||||
Net income
|
610 | - | 7,421 | - | ||||||||||||
Operating expenses
|
||||||||||||||||
Thoroughbred research
|
343 | - | 1,056 | 2,098 | ||||||||||||
Thoroughbred expenses
|
10,736 | - | 47,661 | - | ||||||||||||
Depreciation
|
4,583 | - | 16,293 | - | ||||||||||||
General and administrative expense
|
170,462 | 1,500 | 1,323,701 | 5,250 | ||||||||||||
Total operating expenses
|
182,764 | 1,500 | 1,388,711 | 7,348 | ||||||||||||
Operating income
|
(185,154 | ) | (1,500 | ) | (1,381,290 | ) | (7,348 | ) | ||||||||
Provisions for income tax
|
- | - | - | - | ||||||||||||
Net loss
|
$ | (185,154 | ) | $ | (1,500 | ) | $ | (1,381,290 | ) | $ | (7,348 | ) | ||||
|
||||||||||||||||
Earnings per share, basic and diluted
|
$ | (0.00 | ) | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.19 | ) | ||||
Weighted average number of shares outstanding
|
46,627,197 | 38,400 | 32,248,614 | 38,400 |
Nine Months
Ended
|
Nine Months
Ended
|
|||||||
May 31, 2014
|
May 31, 2013
|
|||||||
Cash flows from operating activities
|
||||||||
Net loss
|
$ | (1,381,290 | ) | $ | (7,348 | ) | ||
Depreciation
|
16,293 | - | ||||||
Stock based compensation
|
945,000 | - | ||||||
Changes in assets and liabilities:
|
||||||||
Thoroughbred
|
(8,973 | ) | - | |||||
Accrued Interest
|
1,243 | - | ||||||
Accounts payable
|
7,250 | - | ||||||
Net cash provided by (used in) operating activities
|
(420,477 | ) | (7,348 | ) | ||||
Cash flows from financing activities
|
||||||||
Proceeds from sale of common stock
|
182,970 | - | ||||||
Contributed capital
|
- | 8,000 | ||||||
Proceeds from note issued
|
90,500 | - | ||||||
Proceeds from line of credit
|
282,000 | - | ||||||
Distributed Capital
|
(104,257 | ) | ||||||
Payments on notes to related party
|
(99,459 | ) | - | |||||
Dividend payment
|
(17,508 | ) | - | |||||
Proceeds from note issued to related party
|
107,173 | - | ||||||
Net cash provided by financing activities
|
441,419 | 8,000 | ||||||
Net increase in cash
|
20,942 | 652 | ||||||
Cash balance, beginning of periods
|
2,902 | 1,575 | ||||||
|
||||||||
Cash balance, end of periods
|
$ | 23,844 | $ | 2,227 | ||||
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$ | - | $ | - | ||||
Income taxes
|
$ | - | $ | - | ||||
Noncash financing and investing activities:
|
||||||||
Subscription Receivable
|
$ | 433,787 | $ | - | ||||
Shares issued for the settlement of debt and accrued interest
|
$ | 283,243 | $ | - | ||||
Series B Preferred Share dividends issued to
Common stock shareholder
|
$ | 1,566 | $ | - | ||||
Series C Preferred Share dividends issued to
Common stock shareholder
|
$ | 1 | $ | - | ||||
Dividends accrued
|
$ | 302 | $ | - |
(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.
|
(1)
|
The Company to borrow up to $500,000.
|
(2)
|
The amount that the Company borrows will carry an interest equal to nine percent (9%) per annum.
|
(3)
|
The Company will pay the accrued interest on any outstanding principal balance on the 15th of each month.
|
(4)
|
The maturity date is August 31, 2016.
|
(5)
|
The Debt from the Line of Credit may not be converted into common shares of the company.
|
|
●
|
our future operating results;
|
|
●
|
our business prospects;
|
|
●
|
our contractual arrangements and relationships with third parties;
|
|
●
|
the dependence of our future success on the general economy;
|
|
●
|
our possible financings; and
|
|
●
|
the adequacy of our cash resources and working capital.
|
Nine Months Ended
|
Nine Months Ended
|
|||||||
May 31, 2014
|
May 31, 2013
|
|||||||
Revenue | $ | 26,448 | - |
|
Nine Months Ended
|
Nine Months Ended
|
||||||
May 31, 2014
|
May 31, 2013
|
|||||||
Cost of goods sold
|
$ | 19,027 | - |
|
Nine Months Ended
May 31, 2014
|
Nine Months Ended
May 31, 2013
|
||||||
Operating expenses
|
||||||||
Thoroughbred research
|
1,056 | 2,098 | ||||||
Thoroughbred expenses
|
47,661 | - | ||||||
Depreciation
|
16,293 | - | ||||||
General and administrative expenses
|
1,323,701 | 5,250 | ||||||
Total operating expenses
|
1,388,711 | 7,348 |
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 |
1.
|
No independent directors;
|
|
2.
|
No segregation of duties;
|
|
3.
|
No audit committee; and
|
|
4.
|
Ineffective controls over financial reporting.
|
|
1.
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
|
2.
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and
|
|
3.
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
31.1
|
Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002
|
|
31.2
|
Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002
|
|
32.1
|
Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002
|
|
32.2
|
Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002
|
101.INS **
|
XBRL Instance Document
|
|
101.SCH **
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL **
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF **
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB **
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE **
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
EMBARR DOWNS, INC.
|
|
|
|
|
|
|
Date: July __, 2014
|
By: |
/s/ Joseph Wade
|
|
|
Joseph Wade
Chief Executive and Financial Officer
|
|
1 Year Embarr Downs (PK) Chart |
1 Month Embarr Downs (PK) Chart |
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