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 No.)
|
|
(IRS Employer Identification No.)
|
205 Ave Del Mar #984
San Clemente, CA 92674
(Address of principal executive offices) (zip code)
(949) 461-1471
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
| o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
| o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
|
|
|
| o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
|
Item 3.02 Unregistered Sales of Equity Securities.
See Item 8.01 below.
Item 8.01 Other Events.
On August 28, 2014, the Company issued 1,419,753 shares of Common stock at an applicable conversion price of $0.0081. Asher Enterprises converted $10,000 of its note convertible in the amount of $37,500 plus $1,500 in interest. The agreement with Asher allows them to convert their debt after six (6) months at a conversion price equal to the average of the three (3) lowest closing bid prices ten (10) trading days prior to the conversion date. This draw is against the note dated December 30, 2013 in the amount of $37,500. There is $0 remaining on the note as the note has been fully converted.
2
SIGNATURE
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 29, 2014
|
By:
|
/s/ Joseph Wade | |
| Name: | Joseph Wade | ||
| Title: | CEO | ||
3