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| CIK | 1552719 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Embarr Downs, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| January 20, 2015 |
EMBR / Embarr Downs, Inc. 15-12G - - 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-55044 Embarr Downs, Inc. (Exact name of registrant as specified in its |
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| January 20, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2015 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 46-3403755 (Commission Fil |
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| January 15, 2015 |
EMBR / Embarr Downs, Inc. NT 10-Q - - NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: November 30, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| December 29, 2014 |
Unregistered Sales of Equity Securities, Other Events 8-K 1 embr8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 |
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| December 22, 2014 |
8-K 1 embr8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 |
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| December 17, 2014 |
Embarr Downs FORM 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2014 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55044 Embarr Downs, Inc. (Exact name of reg |
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| December 1, 2014 |
Unregistered Sales of Equity Securities, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 46-3403755 (Commission Fil |
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| December 1, 2014 |
EMBR / Embarr Downs, Inc. NT 10-K - - NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: August 31, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| November 10, 2014 |
8-K 1 embarr8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-550 |
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| November 10, 2014 |
Unregistered Sales of Equity Securities, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 46-3403755 (Commission Fil |
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| October 22, 2014 |
NHMD / Nate's Food Co. / Embarr Downs, Inc. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. )* NATE’S FOOD CO. (Name of issuer) Common Stock, Par Value $0.0001 Per Share (Title of class of securities) 63228Q 106 (CUSIP number) October 21, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| October 15, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 46-3403755 (Commission Fil |
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| September 19, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 46-3403755 (Commission F |
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| September 19, 2014 |
EMBR / Embarr Downs, Inc. / ASHER ENTERPRISES INC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1)* EMBARR DOWNS, INC. (Name of issuer) Common Stock, $0.0001 value per share (Title of class of securities) 29079F200 (CUSIP number) September 18, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| September 5, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 46-3403755 (Commission Fi |
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| September 3, 2014 |
8-K 1 embr8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 4 |
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| August 29, 2014 |
Unregistered Sales of Equity Securities, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 46-3403755 (Commission File |
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| August 22, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 46-3403755 (Commission File |
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| August 21, 2014 |
Entry into a Material Definitive Agreement, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 46-3403755 (Commission File |
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| July 15, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-55044 Embarr Downs, Inc. ( |
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| May 22, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Form S-1 Registration Statement FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Nevada 7948 46-3403755 (State or other jurisdiction (Primary Standard Industrial (IRS Employer Id. No.) of incorporation or |
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| May 22, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 46-3403755 (Commission File No |
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| May 7, 2014 |
EMBR / Embarr Downs, Inc. / ASHER ENTERPRISES INC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 EMBARR DOWNS, INC. (Name of issuer) Common Stock, $0.0001 value per share (Title of class of securities) 29079F200 (CUSIP number) May 7, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| May 6, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 46-3403755 (Commission File No. |
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| April 28, 2014 |
8-K 1 embr8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 46 |
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| April 16, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 46-3403755 (Commission File |
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| April 11, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 46-3403755 (Commission File |
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| March 31, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 embr10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended FEBRUARY 28, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Numb |
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| March 25, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 (Commission File No.) 46-340 |
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| March 17, 2014 |
Embarr Downs To Attend OBS Sale of Two-Year-Olds In Training Exhibit 99.2 Embarr Downs To Attend OBS Sale of Two-Year-Olds In Training Embarr Downs, Inc. (OTCQB: EMBR) announced today that it will be attending the OBS sale for two-year-olds in training in Ocala, Florida. The Company is expecting to acquire up to 3 thoroughbreds at the auction. The March sale has long been a source of top class racehorses, as OBS selected 2-year-old sales have produced the w |
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| March 17, 2014 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 (Commission File No.) 46-340 |
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| March 17, 2014 |
Embarr Downs Announces It Has Expanded Its Operations to Arizona EX-99.1 2 exh991.htm EXHIBIT 99.1 Exhibit 99.1 Embarr Downs Announces It Has Expanded Its Operations to Arizona Embarr Downs, Inc. (OTCQB: EMBR) announced today that it has filed its license application with the Arizona Department of Racing to expand its operations to Arizona. “The fact that we have only been operating for less than 3 months and achieved our initial milestones provides us with a f |
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| March 3, 2014 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2014 Embarr Downs, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55044 46-3403755 (State or Other Jurisdiction (Commission (I.R.S. Employer |
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| February 19, 2014 |
8-K 1 f8k021814.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-5504 |
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| February 19, 2014 |
CORRESP 1 filename1.htm VIA EDGAR February 19, 2014 Ryan Adams J. Nolan McWilliams United States Securities and Exchange Commission Washington, D.C. 20549 RE: Embarr Downs, Inc. Registration Statement on Form S-1 Filed February 7, 2014 File No. 333-192804 In accordance with Rule 461 under the Securities Act of 1933, Embarr Downs, Inc. (the “Company”) hereby requests that the Securities and Exchang |
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| February 19, 2014 |
VIA EDGAR February 19, 2014 Ryan Adams J. Nolan McWilliams United States Securities and Exchange Commission Washington, D.C. 20549 RE: Embarr Downs, Inc. Registration Statement on Form S-1 Filed February 7, 2014 File No. 333-192804 In accordance with Rule 461 under the Securities Act of 1933, Embarr Downs, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commi |
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| February 10, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 46-3403755 (Commission Fil |
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| February 7, 2014 |
VIA EDGAR February 7, 2014 Ryan Adams J. Nolan McWilliams United States Securities and Exchange Commission Washington, D.C. 20549 RE: Embarr Downs, Inc. Amendment #2 Registration Statement on Form S-1 Filed January 13, 2014 File No. 333-192804 On behalf of Embarr Downs, Inc. (the "Company"), I am providing responses to the Staff's comment letter dated January 24, 2014. To facilitate your review, t |
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| February 7, 2014 |
S-1/A 1 fs1a020414.htm FORM S-1/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1/A Amendment #3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Nevada 7948 46-3403755 (State or other jurisdiction (Primary Standard Industrial (IRS Employer Id. No.) of incorporation or organization) Cl |
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| January 21, 2014 |
8-K 1 f8k012114.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-550 |
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| January 15, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 (Commission File No.) 46-3 |
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| January 13, 2014 |
REVOLVING CREDIT LOAN AGREEMENT EX-10.1 4 exh101.htm EXHIBIT 10.1 Exhibit 10.1 REVOLVING CREDIT LOAN AGREEMENT THIS REVOLVING CREDIT LOAN AGREEMENT, is made this 9th day of December, 2014, by and between Embarr Downs, Inc. (the "Borrower"), a Nevada corporation, and SC Capital ("Lender"), a California Corporation. WHEREAS, Borrower is desirous of borrowing sums from time to time up to an aggregate amount of Two Hundred Thousand |
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| January 13, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1/A Amendment #2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Nevada 7948 46-3403755 (State or other jurisdiction (Primary Standard Industrial (IRS Employer Id. No.) of incorporation or organization) Classification Code Number) 205 Ave |
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| January 13, 2014 |
VIA EDGAR January 13, 2014 Ryan Adams J. Nolan McWilliams United States Securities and Exchange Commission Washington, D.C. 20549 RE: Embarr Downs, Inc. Registration Statement on Form S-1 Filed December 16, 2013 File No. 333-192804 On behalf of Embarr Downs, Inc. (the "Company"), I am providing responses to the Staff's comment letter dated January 9, 2014. To facilitate your review, the Staff's co |
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| January 13, 2014 |
Exhibit 99.1 |
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| January 13, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 (Commission File No.) 46-3 |
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| January 13, 2014 |
Exhibit 4.1 SUBSCRIPTION AGREEMENT Embarr Downs, Inc. 205 Ave Del Mar. #984 San Clemente, California 92674 The undersigned has received the prospectus dated , 2014 (“Prospectus”), and hereby subscribes for shares of $.0001 par value common stock of Embarr Downs, Inc., a Nevada corporation (“Company”), for a subscription price of $ per share (“Offered Shares”). The undersigned hereby agrees that th |
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| January 13, 2014 |
Exhibit 99.1 Embarr Downs Announces That It Claimed A Thoroughbred and Is On Pace To Have 10 Thoroughbreds By The End of June. Embarr Downs, Inc. (OTCQB: EMBR) announced today that on January 11, 2014 the Company claimed Street Car. Street Car has won 10 times in his career for approximately $200,000 in total winnings. The Company claimed Street Car for $8,000 out of the 6th race at Santa Anita. “ |
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| January 13, 2014 |
EX-10.2 5 exh102.htm EXHIBIT 10.2 Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFF |
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| January 13, 2014 |
EX-10.3 6 exh103.htm EXHIBIT 10.3 Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 7, 2014, by and between EMBARR DOWNS, INC., a Delaware corporation, with headquarters located at 205 Ave. Del Mar #984, San Clemente, CA 92674 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, |
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| January 6, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2014 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 (Commission File No.) 46-34 |
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| January 6, 2014 |
Embarr Downs Announces Upcoming Race on Thursday for Rock Off Exhibit 99.1 Embarr Downs Announces Upcoming Race on Thursday for Rock Off Embarr Downs, Inc. (OTCQB: EMBR) announced today that Rock Off has been entered into the 7th race on Thursday January 9, 2014 at Golden Gate Fields. A copy of the Daily Racing Form for the race can be found here. As previously announced, shareholders of record on March 31, 2014 shall be entitled to 20% of Rock Off’s net pur |
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| December 26, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A 10-Q/A 1 f10qa122613.htm FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended NOVEMBER 30, 2013 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commis |
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| December 24, 2013 |
Registration No. 333-192470 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment #2 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Embarr Downs, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 205 Ave. Del Mar #984 San Clemente, CA 92674 46-3403755 (State or Other Jurisdiction of Incorporation or Organization) (Address of Principal |
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| December 23, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2013 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-55044 (Commission File No.) 46-34 |
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| December 23, 2013 |
Embarr Downs Announces That Company Wins Its Inaugural Race Exhibit 99.1 Embarr Downs Announces That Company Wins Its Inaugural Race Embarr Downs, Inc. (OTCQB: EMBR) announced today that Rock Off won the 6th Race at Hollywood Park on December 20, 2013. The race was the Company’s first race and was also the Company’s first win. We would like to thank all the shareholders that attended the race and were able to enjoy the experience. The shareholders who atte |
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| December 16, 2013 |
S-1/A 1 fs1a121613.htm FORM S-1/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1/A Amendment #1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Nevada 7948 46-3403755 (State or other jurisdiction (Primary Standard Industrial (IRS Employer Id. No.) of incorporation or organization) Cl |
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| December 16, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 f8k121613.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2013 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55 |
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| December 16, 2013 |
EXHIBIT 99.1 |
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| December 13, 2013 |
Registration Statement - FORM S-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Nevada 7948 46-3403755 (State or other jurisdiction (Primary Standard Industrial (IRS Employer Id. No.) of incorporation or organization) Classification Code Number) 205 Ave Del Mar #984 Sa |
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| December 10, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 f10q121013.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended NOVEMBER 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File N |
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| December 9, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2013 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 (Commission File No.) 46-3 |
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| December 4, 2013 |
10-12G/A 1 f1012ga120413.htm FORM 10-12G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10/A Amendment # 4 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Embarr Downs, Inc. (Exact Name of Registrant in its Charter) Nevada 46-3403755 (State or other jurisdiction of incorporation or organization) (IRS Empl |
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| December 3, 2013 |
VIA EDGAR December 3, 2013 J. Nolan McWilliams Loan Lauren P. Nguyen United States Securities and Exchange Commission Washington, D.C. 20549 RE: Embarr Downs, Inc. Form 10-12G Filed November 19, 2013 File No. 000-55044 On behalf of Embarr Downs, Inc. (the "Company"), I am providing responses to the Staff's comment letter dated November 18, 2013. To facilitate your review, the Staff's comments have |
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| November 27, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2013 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 (Commission File No.) 46- |
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| November 27, 2013 |
Embarr Downs Thoroughbred Workouts EX-99.1 2 exh991.htm EXHIBIT 99.1 Exhibit 99.1 Embarr Downs Thoroughbred Workouts Embarr Downs, Inc. (OTC: EMBR) announced today that its thoroughbred Rock Off has completed 5 workouts. The workouts are listed below: Thoroughbred Date Track Distance Time Rock Off November 22, 2013 BHP 5 Furlongs 1 Minute 2.8 Seconds Rock Off November 15, 2013 BHP 4 Furlongs 48 Seconds Rock Off November 9, 2013 BHP |
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| November 26, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2013 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 (Commission File No.) 46- |
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| November 26, 2013 |
Exhibit 99.1 Embarr Downs Acquires Initial Thoroughbred and Launches Into the Multi-Billion Dollar Thoroughbred Racing Industry Embarr Downs, Inc. (OTCQB: EMBR) announced today that its wholly owned subsidiary has acquired its initial thoroughbred and has launched into the multi-billion dollar thoroughbred racing industry. Currently, a select few have elite access to the tracks, clubs, horses, and |
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| November 25, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2013 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 (Commission File No.) 46- |
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| November 25, 2013 |
S-8 POS 1 fs8pos112513.htm S-8 POS SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment #1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Embarr Downs, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 205 Ave. Del Mar #984 San Clemente, CA 92674 46-3403755 (State or Other Jurisdiction of Incorporation or Organization) (Address of Principal Exec |
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| November 21, 2013 |
8-K 1 f8k112113.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2013 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55 |
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| November 21, 2013 |
EX-4.1 2 exh41.htm EXHIBIT 4.1 Exhibit 4.1 EMBARR DOWNS, INC. 2013 STOCK INCENTIVE PLAN ARTICLE I 1.1 This 2013 Stock Incentive Plan of Embarr Downs is intended to secure for the Company and its Affiliates the benefits arising from ownership of the Company's Common Stock by the Employees, Officers, Directors and Consultants of the Company and its Affiliates, all of whom are and will be responsible |
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| November 21, 2013 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Embarr Downs, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 205 Ave. Del Mar #984 San Clemente, CA 92674 46-3403755 (State or Other Jurisdiction of Incorporation or Organization) (Address of Principal Executive Offices Including Zip Code) (I.R.S. Employer |
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| November 21, 2013 |
EX-4.2 3 exh42.htm EXHIBIT 4.2 Exhibit 4.2 EMBARR DOWNS, INC. A NEVADA CORPORATION 500,000,000 SHARES COMMON STOCK, NO PAR VALUE This certifies that is hereby issued fully paid and non-assessable Shares of Common Stock of Embarr Downs, Inc., transferable on the books of the Corporation by the holder hereof, in person or by duly authorized Attorney upon surrender of this Certificate properly endors |
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| November 21, 2013 |
Exhibit 10.1 This Personal Services Agreement (the “Agreement”) is entered into this 20th day of November, 2013, by and between Embarr Downs, Inc., a Nevada corporation (the “Company”) with its principal place of business at 205 Ave. Del Mar 3984, San Clemente, CA 92674 and Joseph Wade, (“Executive”) to be effective as of November 20, 2013 (the “Effective Date”). PREMISES WHEREAS, the Company desi |
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| November 19, 2013 |
Exhibit 10.6 Promissory Note $7,000.00 August 20, 2013 FOR VALUE RECEIVED, Embarr Downs, an Nevada corporation ("Borrower") hereby promises to pay to Joseph Wade ("Lender"), in same day funds at its principal offices, or at such other place Lender may from time to time designate, the principal sum of Seven Thousand ($7,000), together with interest thereon from the date hereof until paid in full, a |
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| November 19, 2013 |
Thoroughbred Purchase Agreement EX-10.5 10 ex10-5.htm EX-10.5 Exhibit 10.5 BILL OF SALE AND AGREEMENT THIS BILL OF SALE AND AGREEMENT (“Agreement”) is made and entered into as of the 31th day of August 2013 by and between Joseph Wade, Inc. (“Seller”), and Embarr Downs, (“Buyer”); W I T N E S S E T H: WHEREAS, the parties hereto have reached an agreement concerning the purchase and sale of that certain thoroughbred Gelding named |
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| November 19, 2013 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between Embarr Downs of California, Inc., (the "Company"), and the undersigned (the "Buyer"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Buyer shall purchase 95,000 shares of the Company's |
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| November 19, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10/A Amendment #3 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Embarr Downs, Inc. (Exact Name of Registrant in its Charter) Nevada 46-3403755 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 205 Ave. Del Mar #9 |
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| November 19, 2013 |
Restated Articles of Incorporation EX-3.1 2 ex3-1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EMBARR DOWNS, INC. EMBARR DOWNS, INC., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), hereby certifies as follows: A. The name of the Corporation is Embarr Downs, Inc. The Corporation’s original Articles of Incorporation as filed with the Secretary of State of th |
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| November 19, 2013 |
Exhibit 10.3 Share Exchange Agreement THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered into this 15th day of August 2013, by and between Joseph Wade and Globalgroup Investment Holdings, Inc., (hereinafter "GIHI"), a corporation organized under the laws of the State of Nevada. WITNESSETH: WHEREAS, GIHI agreed to a Merger Agreement on August 6, 2013 to acquire 100% of Embarr Downs |
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| November 19, 2013 |
Series A Preferred Stock Designation Exhibit 3.2 - Certificate of Designation (PURSUANT TO NRS 78.1955) - Certificate of Designation For - Nevada Profit Corporations - (Pursuant to NRS 78.1955) 1. Name of corporation: Embarr Downs 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitat |
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| November 19, 2013 |
BY-LAWS OF EMBARR DOWNS SECTION 1 Certification of Incorporation Exhibit 3.3 BY-LAWS OF EMBARR DOWNS SECTION 1 Certification of Incorporation 1.1. The nature of the business or purposes of the corporation shall be as set forth in its certificate of incorporation. These by-laws, the powers of the corporation and of its directors and stockholders, and all matters concerning the management of the business and conduct of the affairs of the corporation shall be subj |
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| November 19, 2013 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between Embarr Downs of California, Inc., (the "Company"), and the undersigned (the "Buyer"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Buyer shall purchase 850,000 shares of the Company' |
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| November 19, 2013 |
Exhibit 10.4 Share Exchange Agreement THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered into this 21st day of August 2013, by and between SC Capital, Inc., a corporation organized under the laws of the State of California and Globalgroup Investment Holdings, Inc., (hereinafter "GIHI"), a corporation organized under the laws of the State of Nevada. WITNESSETH: WHEREAS, GIHI agreed |
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| November 19, 2013 |
EX-10.7 12 ex10-7.htm EX-10.7 Exhibit 10.7 TERM SHEET BETWEEN EMABRR DOWNS AND SC CAPITAL October 27, 2013 This Term Sheet summarizes the principal terms of the Line of Credit Financing Between Embarr Downs (the “Company”) and SC Capital (the “Investor”). No legally binding obligations will be created until definitive agreements are executed and delivered by all parties. This Term Sheet is not a c |
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| November 19, 2013 |
Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS EMBARR DOWNS I. INTRODUCTION. Embarr Downs together with all of its subsidiaries (the "Company") seeks at all times to conduct its business in accordance with the highest standards of ethical conduct and in compliance with all laws, rules and regulations. This Code of Business Conduct and Ethics (the “Code”) governs the business decisions made and a |
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| November 19, 2013 |
Series B Preferred Stock Designation Exhibit 3.4 Certificate of Designation (PURSUANT TO NRS 78.1955) - Certificate of Designation For - Nevada Profit Corporations - (Pursuant to NRS 78.1955) 1. Name of corporation: Embarr Downs 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitatio |
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| November 18, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2013 EMBARR DOWNS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-55044 (Commission File No.) 46- |
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| November 18, 2013 |
VIA EDGAR November 18, 2013 J. Nolan McWilliams Loan Lauren P. Nguyen United States Securities and Exchange Commission Washington, D.C. 20549 RE: Embarr Downs, Inc. Form 10-12G Filed September 18, 2013 File No. 000-55044 On behalf of Embarr Downs, Inc. (the "Company"), I am providing responses to the Staff's comment letter dated November 18, 2013. To facilitate your review, the Staff's comments ha |
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| November 4, 2013 |
CORRESP 1 filename1.htm VIA EDGAR November 1, 2013 J. Nolan McWilliams Lauren P. Nguyen United States Securities and Exchange Commission Washington, D.C. 20549 RE: Embarr Downs, Inc. Form 10-12G Filed September 18, 2013 File No. 000-55044 On behalf of Embarr Downs, Inc. (the "Company"), I am providing responses to the Staff's comment letter dated October 15, 2013. To facilitate your review, the St |
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| November 4, 2013 |
Exhibit 10.3 Share Exchange Agreement THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered into this 15th day of August 2013, by and between Joseph Wade and Globalgroup Investment Holdings, Inc., (hereinafter "GIHI"), a corporation organized under the laws of the State of Nevada. WITNESSETH: WHEREAS, GIHI agreed to a Merger Agreement on August 6, 2013 to acquire 100% of Embarr Downs |
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| November 4, 2013 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between Embarr Downs of California, Inc., (the "Company"), and the undersigned (the "Buyer"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Buyer shall purchase 95,000 shares of the Company's |
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| November 4, 2013 |
Series B Preferred Stock Designation Exhibit 3.4 Certificate of Designation (PURSUANT TO NRS 78.1955) - Certificate of Designation For - Nevada Profit Corporations - (Pursuant to NRS 78.1955) 1. Name of corporation: Embarr Downs 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitatio |
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| November 4, 2013 |
Exhibit 10.7 TERM SHEET BETWEEN EMABRR DOWNS AND SC CAPITAL October 27, 2013 This Term Sheet summarizes the principal terms of the Line of Credit Financing Between Embarr Downs (the “Company”) and SC Capital (the “Investor”). No legally binding obligations will be created until definitive agreements are executed and delivered by all parties. This Term Sheet is not a commitment to invest, and is co |
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| November 4, 2013 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between Embarr Downs of California, Inc., (the "Company"), and the undersigned (the "Buyer"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Buyer shall purchase 850,000 shares of the Company' |
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| November 4, 2013 |
Exhibit 10.4 Share Exchange Agreement THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered into this 21st day of August 2013, by and between SC Capital, Inc., a corporation organized under the laws of the State of California and Globalgroup Investment Holdings, Inc., (hereinafter "GIHI"), a corporation organized under the laws of the State of Nevada. WITNESSETH: WHEREAS, GIHI agreed |
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| November 4, 2013 |
Exhibit 10.6 Promissory Note $7,000.00 August 20, 2013 FOR VALUE RECEIVED, Embarr Downs, an Nevada corporation ("Borrower") hereby promises to pay to Joseph Wade ("Lender"), in same day funds at its principal offices, or at such other place Lender may from time to time designate, the principal sum of Seven Thousand ($7,000), together with interest thereon from the date hereof until paid in full, a |
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| November 4, 2013 |
Thoroughbred Purchase Agreement Exhibit 10.5 BILL OF SALE AND AGREEMENT THIS BILL OF SALE AND AGREEMENT (“Agreement”) is made and entered into as of the 31th day of August 2013 by and between Joseph Wade, Inc. (“Seller”), and Embarr Downs, (“Buyer”); W I T N E S S E T H: WHEREAS, the parties hereto have reached an agreement concerning the purchase and sale of that certain thoroughbred Gelding named Rock Off (2008) by Rock Hard T |
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| November 4, 2013 |
Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS EMBARR DOWNS I. INTRODUCTION. Embarr Downs together with all of its subsidiaries (the "Company") seeks at all times to conduct its business in accordance with the highest standards of ethical conduct and in compliance with all laws, rules and regulations. This Code of Business Conduct and Ethics (the “Code”) governs the business decisions made and a |
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| November 4, 2013 |
Series A Preferred Stock Designation Exhibit 3.2 - Certificate of Designation (PURSUANT TO NRS 78.1955) - Certificate of Designation For - Nevada Profit Corporations - (Pursuant to NRS 78.1955) 1. Name of corporation: Embarr Downs 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitat |
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| November 4, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10/A Amendment #2 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Embarr Downs, Inc. (Exact Name of Registrant in its Charter) Nevada 46-3403755 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 205 Ave. Del Mar #9 |
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| November 4, 2013 |
Restated Articles of Incorporation Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EMBARR DOWNS, INC. EMBARR DOWNS, INC., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), hereby certifies as follows: A. The name of the Corporation is Embarr Downs, Inc. The Corporation’s original Articles of Incorporation as filed with the Secretary of State of the State of Nevada on March |
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| November 4, 2013 |
BY-LAWS OF EMBARR DOWNS SECTION 1 Certification of Incorporation Exhibit 3.3 BY-LAWS OF EMBARR DOWNS SECTION 1 Certification of Incorporation 1.1. The nature of the business or purposes of the corporation shall be as set forth in its certificate of incorporation. These by-laws, the powers of the corporation and of its directors and stockholders, and all matters concerning the management of the business and conduct of the affairs of the corporation shall be subj |
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| October 16, 2013 |
Series B Preferred Stock Designation Exhibit 3.4 Certificate of Designation (PURSUANT TO NRS 78.1955) - Certificate of Designation For - Nevada Profit Corporations - (Pursuant to NRS 78.1955) 1. Name of corporation: Embarr Downs 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitatio |
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| October 16, 2013 |
BY-LAWS OF EMBARR DOWNS SECTION 1 Certification of Incorporation EX-3.3 4 ex3-3.htm Exhibit 3.3 BY-LAWS OF EMBARR DOWNS SECTION 1 Certification of Incorporation 1.1. The nature of the business or purposes of the corporation shall be as set forth in its certificate of incorporation. These by-laws, the powers of the corporation and of its directors and stockholders, and all matters concerning the management of the business and conduct of the affairs of the corpor |
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| October 16, 2013 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between Embarr Downs of California, Inc., (the "Company"), and the undersigned (the "Buyer"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Buyer shall purchase 850,000 shares of the Company' |
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| October 16, 2013 |
Exhibit 99.4 Share Exchange Agreement THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered into this 21st day of August 2013, by and between SC Capital, Inc., a corporation organized under the laws of the State of California and Globalgroup Investment Holdings, Inc., (hereinafter "GIHI"), a corporation organized under the laws of the State of Nevada. WITNESSETH: WHEREAS, GIHI agreed |
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| October 16, 2013 |
Restated Articles of Incorporation Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EMBARR DOWNS, INC. EMBARR DOWNS, INC., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), hereby certifies as follows: A. The name of the Corporation is Embarr Downs, Inc. The Corporation’s original Articles of Incorporation as filed with the Secretary of State of the State of Nevada on March |
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| October 16, 2013 |
Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS EMBARR DOWNS I. INTRODUCTION. Embarr Downs together with all of its subsidiaries (the "Company") seeks at all times to conduct its business in accordance with the highest standards of ethical conduct and in compliance with all laws, rules and regulations. This Code of Business Conduct and Ethics (the “Code”) governs the business decisions made and a |
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| October 16, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10 /A GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Embarr Downs, Inc. (Exact Name of Registrant in its Charter) Nevada 46-3403755 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 205 Ave. Del Mar #984 San Cleme |
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| October 16, 2013 |
Exhibit 99.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between Embarr Downs of California, Inc., (the "Company"), and the undersigned (the "Buyer"). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Buyer shall purchase 95,000 shares of the Company's |
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| October 16, 2013 |
Thoroughbred Purchase Agreement Exhibit 99.5 BILL OF SALE AND AGREEMENT THIS BILL OF SALE AND AGREEMENT (“Agreement”) is made and entered into as of the 31th day of August 2013 by and between Joseph Wade, Inc. (“Seller”), and Embarr Downs, (“Buyer”); W I T N E S S E T H: WHEREAS, the parties hereto have reached an agreement concerning the purchase and sale of that certain thoroughbred Gelding named Rock Off (2008) by Rock Hard T |
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| October 16, 2013 |
Exhibit 99.3 Share Exchange Agreement THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered into this 15th day of August 2013, by and between Joseph Wade and Globalgroup Investment Holdings, Inc., (hereinafter "GIHI"), a corporation organized under the laws of the State of Nevada. WITNESSETH: WHEREAS, GIHI agreed to a Merger Agreement on August 6, 2013 to acquire 100% of Embarr Downs |
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| October 16, 2013 |
Series A Preferred Stock Designation Exhibit 3.2 - Certificate of Designation (PURSUANT TO NRS 78.1955) - Certificate of Designation For - Nevada Profit Corporations - (Pursuant to NRS 78.1955) 1. Name of corporation: Embarr Downs 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitat |
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| October 16, 2013 |
EX-99.6 13 ex99-6.htm Exhibit 99.6 Promissory Note $7,000.00 August 20, 2013 FOR VALUE RECEIVED, Embarr Downs, an Nevada corporation ("Borrower") hereby promises to pay to Joseph Wade ("Lender"), in same day funds at its principal offices, or at such other place Lender may from time to time designate, the principal sum of Seven Thousand ($7,000), together with interest thereon from the date hereof |
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| October 16, 2013 |
CORRESP 1 filename1.htm VIA EDGAR October 16, 2013 J. Nolan McWilliams Loan Lauren P. Nguyen United States Securities and Exchange Commission Washington, D.C. 20549 RE: Embarr Downs, Inc. Form 10-12G Filed September 18, 2013 File No. 000-55044 On behalf of Embarr Downs, Inc. (the "Company"), I am providing responses to the Staff's comment letter dated October 15, 2013. To facilitate your review, t |
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| September 18, 2013 |
Restated Articles of Incorporation Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EMBARR DOWNS, INC. EMBARR DOWNS, INC., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), hereby certifies as follows: A. The name of the Corporation is Embarr Downs, Inc. The Corporation’s original Articles of Incorporation as filed with the Secretary of State of the State of Nevada on March |
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| September 18, 2013 |
Series A Preferred Stock Designation Exhibit 3.2 - Certificate of Designation (PURSUANT TO NRS 78.1955) - Certificate of Designation For - Nevada Profit Corporations - (Pursuant to NRS 78.1955) 1. Name of corporation: Embarr Downs 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitat |
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| September 18, 2013 |
10-12G 1 embarrdowns10-12g091813.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Embarr Downs, Inc. (Exact Name of Registrant in its Charter) Nevada 46-3403755 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No |
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| September 18, 2013 |
Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS EMBARR DOWNS I. INTRODUCTION. Embarr Downs together with all of its subsidiaries (the "Company") seeks at all times to conduct its business in accordance with the highest standards of ethical conduct and in compliance with all laws, rules and regulations. This Code of Business Conduct and Ethics (the “Code”) governs the business decisions made and a |
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| September 18, 2013 |
BY-LAWS OF EMBARR DOWNS SECTION 1 Certification of Incorporation Exhibit 3.3 BY-LAWS OF EMBARR DOWNS SECTION 1 Certification of Incorporation 1.1. The nature of the business or purposes of the corporation shall be as set forth in its certificate of incorporation. These by-laws, the powers of the corporation and of its directors and stockholders, and all matters concerning the management of the business and conduct of the affairs of the corporation shall be subj |
