Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |||
Feb. 28, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | |
Common Class A [Member] | Common Class B [Member] | Common Stock [Member] | ||
Entity Registrant Name | 'Embarr Downs, Inc. | ' | ' | ' |
Document Type | '10-Q | ' | ' | ' |
Current Fiscal Year End Date | '--08-31 | ' | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 4,000,000 | 1,565,696 | 45,078,284 |
Amendment Flag | 'false | ' | ' | ' |
Entity Central Index Key | '0001552719 | ' | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' | ' |
Entity Voluntary Filers | 'No | ' | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' | ' |
Document Period End Date | 28-Feb-14 | ' | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' | ' |
Document Fiscal Period Focus | 'Q2 | ' | ' | ' |
Balance_Sheet_A_Development_St
Balance Sheet - (A Development Stage Company, Unaudited) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 |
ASSETS: | ' | ' |
Cash or cash equivalents | $6,009 | $2,902 |
Thoroughbreds | 52,263 | 55,000 |
Total assets | 58,272 | 57,902 |
Accounts payable | 23,620 | ' |
Notes payable- related party | 31,375 | 13,000 |
Notes payable | 210,000 | ' |
Accrued interest | 1,243 | ' |
Accrued Dividends | 11,270 | ' |
Total liabilities | 277,508 | 13,000 |
Common Stock, Par Value $ .0001, 500,000,000 shares authorized, 45,075,284 and 78,284 Issued and Outstanding, respectively. | 4,508 | 8 |
Additional Paid In Capital | 1,000,051 | 61,117 |
Dividends | -13,002 | ' |
Deficit accumulated in the development stage | -1,216,359 | -20,223 |
Total shareholders' deficit | -219,236 | 44,902 |
Total liabilities and shareholders' (deficit) | 58,272 | 57,902 |
Preferred Class A [Member] | ' | ' |
ASSETS: | ' | ' |
Preferred Stock | ' | 4,000 |
Preferred Class B [Member] | ' | ' |
ASSETS: | ' | ' |
Preferred Stock | ' | ' |
Preferred Class A [Member] | ' | ' |
ASSETS: | ' | ' |
Preferred Stock | 4,000 | ' |
Preferred Class B [Member] | ' | ' |
ASSETS: | ' | ' |
Preferred Stock | $1,566 | ' |
Balance_Sheet_A_Development_St1
Balance Sheet - (A Development Stage Company, Unaudited) (Parenthetical) (USD $) | Feb. 28, 2014 | Aug. 31, 2013 |
Common stock par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 45,078,284 | 78,284 |
Common stock, shares outstanding | 45,078,284 | 78,284 |
Preferred Class A [Member] | ' | ' |
Preferred stock par value (in Dollars per share) | ' | $0.00 |
Preferred stock, shares authorized | ' | 5,000,000 |
Preferred stock, shares issued | ' | 4,000,000 |
Preferred stock, shares outstanding | ' | 4,000,000 |
Preferred Class B [Member] | ' | ' |
Preferred stock par value (in Dollars per share) | ' | $0.00 |
Preferred stock, shares authorized | ' | 2,000,000 |
Preferred stock, shares issued | ' | 0 |
Preferred stock, shares outstanding | ' | 0 |
Preferred Class A [Member] | ' | ' |
Preferred stock par value (in Dollars per share) | $0.00 | ' |
Preferred stock, shares authorized | 5,000,000 | ' |
Preferred stock, shares issued | 4,000,000 | ' |
Preferred stock, shares outstanding | 4,000,000 | ' |
Preferred Class B [Member] | ' | ' |
Preferred stock par value (in Dollars per share) | $0.00 | ' |
Preferred stock, shares authorized | 2,000,000 | ' |
Preferred stock, shares issued | 1,565,696 | ' |
Preferred stock, shares outstanding | 1,565,696 | ' |
Statement_of_Expenses_A_Develo
Statement of Expenses - (A Development Stage Company, Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | 24 Months Ended | ||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | |
Statement Of Expenses - Development Stage Company Unaudited | ' | ' | ' | ' | ' |
Ordinary Income | $25,838 | ' | $25,838 | ' | $25,838 |
Cost of Goods Sold | 19,027 | ' | 19,027 | ' | 19,027 |
Net Income | 6,811 | ' | 6,811 | ' | 6,811 |
Operating Expenses | ' | ' | ' | ' | ' |
Thoroughbred research | 684 | 1,639 | 713 | 2,098 | 7,862 |
Thoroughbred expenses | 28,946 | ' | 37,285 | ' | 37,285 |
Depreciation | 8,654 | ' | 11,710 | ' | 11,710 |
General and administrative expense | 197,627 | 2,250 | 1,153,239 | 3,750 | 1,166,313 |
Total Operating Expenses | 235,911 | 3,889 | 1,202,947 | 5,848 | 1,223,170 |
Operating Income | -229,100 | -3,889 | -1,196,136 | -5,848 | -1,216,359 |
Provisions for Income Tax | ' | ' | ' | ' | ' |
Net Loss | $229,100 | ($3,889) | ($1,196,136) | ($5,848) | ($1,216,359) |
Earnings Per Share, Basic and Diluted | ($0.01) | ($0.10) | ($0.05) | ($0.15) | ' |
Weighted Average Number of Shares Outstanding (in Shares) | 45,078,284 | 38,400 | 24,940,162 | 38,400 | ' |
Statement_of_Cash_Flows_A_Deve
Statement of Cash Flows - (A Development Stage Company, Unaudited) (USD $) | 6 Months Ended | 24 Months Ended | |
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | |
Statement Of Cash Flows - Development Stage Company Unaudited | ' | ' | ' |
Net Loss | ($1,196,136) | ($5,848) | ($1,216,359) |
Depreciation | 11,710 | ' | 11,710 |
Stock Based Compensation | 945,000 | ' | 945,000 |
Thoroughbred | -8,973 | ' | -8,973 |
Accounts Payable | 23,620 | ' | 23,620 |
Accrued Interest | 1,243 | ' | 1,243 |
Net cash used in operating activities | -223,536 | -5,848 | -243,759 |
Cash flows from financing activities | ' | ' | ' |
Proceeds from sale of common stock | ' | ' | 3,125 |
Contributed capital | ' | 6,000 | 13,000 |
Proceeds from note issued | 37,500 | ' | 37,500 |
Proceeds from line of credit | 172,500 | ' | 172,500 |
Payments on notes to related party | -32,327 | ' | -32,327 |
Dividend payment | -1,732 | ' | -1,732 |
Proceeds from note issued to related party | 50,702 | ' | 57,702 |
Net cash provided by financing activities | 226,643 | 6,000 | 249,768 |
Net increase (decrease) in cash | 3,107 | 152 | 6,009 |
Cash balance, beginning of periods | 2,902 | 1,575 | ' |
Cash balance, end of periods | 6,009 | 1,727 | 6,009 |
Cash paid for Interest | ' | ' | ' |
Cash paid for Income taxes | ' | ' | ' |
Noncash financing and investing activities: | ' | ' | ' |
Stock and note payable issued to purchase thoroughbreds by related party | ' | ' | 55,000 |
Stock issued for Reverse Merger | ' | ' | 3 |
Series B Preferred Share dividends issued to Common Stock Shareholder | 1,566 | ' | 1,566 |
Dividends Accrued | $11,270 | ' | $11,270 |
Note_1_Basis_of_Presentation_a
Note 1 - Basis of Presentation and significant accounting policies | 6 Months Ended |
Feb. 28, 2014 | |
Note 1 - Basis Of Presentation And Significant Accounting Policies | ' |
Basis of Presentation and Significant Accounting Policies | ' |
The accompanying unaudited financial statements of Embarr Downs, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form 10. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2013 as reported in Form 10, have been omitted. | |
Stock-based Compensation | |
Accounting Standards Codification (“ASC”) 718, “Accounting for Stock-Based Compensation" established financial accounting and reporting standards for stock-based compensation plans. It defines a fair value based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans and for share based payments to non-employees in accordance with ASC 718. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value. | |
The Company accounts for share based payments to non-employees in accordance with ASC 505-50 “Accounting for Equity Instruments Issued to Non- Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. |
Note_2_Going_Concern
Note 2 - Going Concern | 6 Months Ended |
Feb. 28, 2014 | |
Note 2 - Going Concern | ' |
Going Concern | ' |
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has negative working capital, recurring losses, and does not have an established source of revenues sufficient to cover its operating costs. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. | |
In the coming year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional capital. | |
Historically, it has mostly relied upon internally generated funds such as shareholder loans and advances to finance its operations and growth. Management may raise additional capital by retaining net earnings or through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders. |
Note_3_Related_Party_Transacti
Note 3 - Related Party Transaction | 6 Months Ended |
Feb. 28, 2014 | |
Note 3 - Related Party Transaction | ' |
Related Party Transaction | ' |
As of August 31, 2013, a noted payable of $13,000 was due to the Company CEO Joseph Wade. During the six months ended February 28, 2014, the Company CEO contributed additional $50,702 as a note payable and repaid $32,327 for a total remaining amount owed of $31,375. These notes is unsecured, non-interest bearing and matures on December 31, 2014. |
Note_4_Equity
Note 4 - Equity | 6 Months Ended | |
Feb. 28, 2014 | ||
Note 4 - Equity | ' | |
Equity | ' | |
Shares issued for services | ||
During the six months ended February 28, 2014, the Company issued 45,000,000 shares of common stock to employees and third party consultants ascompensation. The fair value of the shares was determined to be $945,000. | ||
Reverse stock split | ||
On September 20, 2013, the Company executed a Fifty Thousand to One (50,000:1) reverse stock split of issued and outstanding shares of its Common Stock. As part of the reverse, the total authorized shares of Common Stock were reduced to 500,000,000 shares. The Company accounted for the reverse stock split retrospectively and is presented accordingly in the Company’s consolidated financial statements. | ||
Series B Preferred Stock | ||
On September 20, 2012, the Company approved of the issuance of Series B Preferred Stock to its Common Stock shareholders. Each common stock shareholders, prior to the reverse stock split, received one share of Series B Preferred Stock for each 2,500 common stock shares owned. As a result 1,565,696 of Series B Preferred Stocks were issued for a total fair value of $1,566. The stock dividend is considered an equity transaction due to all shareholders participating in the issuance. | ||
The Series B Preferred Stock consists of 2,000,000 authorized and 1,565,696 are issued and outstanding as of the date of this filing. The Series B Preferred has the following terms and rights: | ||
Dividend: No dividend rights | ||
Ranks: All shares of Preferred Stock shall rank superior with all of the Corporation's Common Stock, $.0001 par value (the "Common Stock"), now or hereafter issued, as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, including the payment of dividends. | ||
Conversion Provisions. | ||
(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. | |
Voting Rights.The holders of the mandatory convertible preferred stock do not have voting rights other than those specifically required by Nevada law. | ||
Dividends | ||
One February 22, 2014, the Company declared dividends of $0.00025 for the common shareholder on February 28, 2014. The company has accrued $11,270 as of February 28, 2014 for dividends. |
Note_5_Notes_Payable
Note 5 - Notes Payable | 6 Months Ended | |
Feb. 28, 2014 | ||
Note 5 - Notes Payable | ' | |
Notes Payable | ' | |
On January 9, 2014, the Company entered into a line of credit agreement for $200,000. The material terms of the line of credit are as follows: | ||
(1) | The Company to borrow up to $200,000. | |
(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. | |
As of February 28, 2014, the Company borrowed $172,500 from this line of credit. | ||
On December 30, 2013, the Company entered into an unsecured convertible promissory note with a principal amount of $37,500 with Asher Enterprises. The Company received net proceeds of $37,500 from the Transaction, which will be used as general working capital and to acquire thoroughbreds. Interest on the Note accrues at a rate of 8% annually and is to be paid with principal in full on the maturity date. The principal amount of the Note together with interest may be converted into shares of the Company's common stock, par value $0.0001 (“Common Stock”), at the option of the note holder at a conversion price equal to fifty-five percent (55%) of the average of the lowest three closing bid prices for the Common Stock during the ten trading days prior to the conversion. At any time up to 120 days from the date of the note, the company has the option to repay the principal amount plus any accrued interest at a rate equal to 140% of the principal amount and accrued interest. The company intends to repay this loan from the proceeds of the $200,000 line of credit. |
Note_6_Subsequent_Events
Note 6 - Subsequent Events | 6 Months Ended | ||
Feb. 28, 2014 | |||
Note 6 - Subsequent Events | ' | ||
Subsequent Events | ' | ||
1 | On March 25, 2014, the Company’s Board of Directors approved a dividend of $.0001 per share to shareholders of record on April 4, 2014. | ||
2 | On March 24, 2014, the Company filed to form a wholly owned subsidiary Embarr Farms, Inc. in Nevada. | ||
On March 24, 2014, the Company filed to form a wholly owned subsidiary Hemp Fish Water, Inc. in Nevada. |
Note_3_Related_Party_Transacti1
Note 3 - Related Party Transaction (Details Narrative) (USD $) | 6 Months Ended | 24 Months Ended | ||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Aug. 31, 2013 | |
Notes Payable, Related Parties, Noncurrent | $31,375 | ' | $31,375 | $13,000 |
Proceeds from Related Party Debt | 50,702 | ' | 57,702 | ' |
Note payable repaid | 32,327 | ' | ' | ' |
Remaining amount owed of note payable | 31,375 | ' | ' | ' |
Chief Executive Officer [Member] | ' | ' | ' | ' |
Notes Payable, Related Parties, Noncurrent | ' | ' | ' | $13,000 |
Note_4_Equity_Details_Narrativ
Note 4 - Equity (Details Narrative) (USD $) | 6 Months Ended | 24 Months Ended | |
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | |
Note 4 - Equity Details Narrative | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services | 45,000,000 | ' | ' |
Stock Issued During Period, Value, Issued for Services (in Dollars) | $945,000 | ' | ' |
Dividends accrued | $11,270 | ' | $11,270 |
Note_5_Notes_Payable_Details_N
Note 5 - Notes Payable (Details Narrative) (USD $) | Feb. 28, 2014 |
Note 5 - Notes Payable Details Narrative | ' |
Line of credit | $172,500 |