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 2223, 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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

¨ 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.

For the quarter ending November 30, 2014, the Company had approximately $246,000 in cash and had generated approximately $631,000 in revenue with non-GAAP profits of approximately $500,000. Our financial focus is on long-term, sustainable growth in free cash flow. Free cash flow, a non-GAAP financial measure, was approximately $200,000 for the quarter ending November 30, 2014.

(1)	On December 23, 2014, the Company issued 2,769,565 shares of Common stock at an applicable conversion price of $0.0023. KBM Worldwide converted $6,370 of its note convertible in the amount of $53,000. The agreement with KBM Worldwide 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 April 14, 2014 in the amount of $53,000. There is $28,475 remaining on the note.

(2)	On December 29, 2014, The Company issued 2,769,565 shares of Common stock at an applicable conversion price of $0.0023. KBM Worldwide converted $6,690 of its note convertible in the amount of $53,000. The agreement with KBM Worldwide 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 April 14, 2014 in the amount of $53,000. There is $21,475 remaining on the note.

As of December 22, 2014, we believe that current cash, cash equivalents, and marketable securities balances will be sufficient to meet our anticipated operating cash needs for at least the next 12 months. However, any projections of future cash needs and cash flows are subject to substantial uncertainty.

SIGNATURES

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: December 22, 2014	By:	/s/ Joseph Wade
Dated: December 29, 2014	By:	/s/ Joseph Wade
	Name:	Joseph Wade
	Title:	CEO

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