GSCR.OB: Keep an eye on tihs one; ticker/name change to become effective "on or after August 6, 2007 (the "Effective Date")."
From SEC Form Pre-14c filed July 5, 2007 (see pinksheets.com):
INFORMATION STATEMENT
To the Holders of the Voting Stock:
The purpose of this Information Statement is to notify you that the holders of shares representing a majority of the voting stock of GS Carbon Corporation have given their written consent to a resolution adopted by the Board of Directors of GS Carbon to amend the certificate of incorporation so as to change the name of the company to "Seaway Valley Capital Corporation."
We anticipate that this Information Statement will be mailed on July 16, 2007 to shareholders of record. On or after August 6, 2007, the amendment of the certificate of incorporation will be filed with the Delaware Secretary of State and become effective.
The Delaware General Corporation Law permits holders of a majority of the voting power to take shareholder action by written consent. Accordingly, GS Carbon will not hold a meeting of its shareholders to consider or vote upon the amendment of its certificate of incorporation.
WE ARE NOT ASKING YOU FOR A PROXY.
YOU ARE REQUESTED NOT TO SEND US A PROXY.
July 16, 2007 Thomas Scozzafava Chairman and Chief Executive Officer
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VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
We determined the shareholders of record for purposes of this shareholder action at the close of business on June 29, 2007 (the "Record Date"). On the Record Date, the authorized voting stock consisted of 100,000 Series A Preferred Stock, $.0001 par value, 100,000 Series B Preferred Stock, $.0001 par value, and 2,500,000,000 shares of Common Stock, $.0001 par value. On the Record Date, there were issued and outstanding 78,250 shares of Series B Preferred Stock, each of which is entitled to 21,550 votes (i.e. a total of 1,686,308,252 votes), and 421,577,063 shares of Common Stock, each of which is entitled to one vote.
The following table sets forth the number of shares of voting stock beneficially owned by each person who, as of the Record Date, owned beneficially more than 5% of any class of GS Carbon's voting stock, as well as the ownership of such shares by each member of GS Carbon's Board of Directors and the shares beneficially owned by its officers and directors as a group.
Amount and Nature of Beneficial Ownership
Name and Address Percentage Series B Percentage Percentage of
of Beneficial Owner(1) Common of Class Preferred of Class Voting Power
------------------- --------- ----------- --------- ----------- ------------
Kevin Kreisler 322,234,884 76.4% 78,250 100% 95.3%
One Penn Plaza, Suite 1612
New York, NY 10119
------------------------------------
(1) All of the Series B Preferred Stock and 320,534,884 shares of the common
stock owned beneficially by Mr. Kreisler were owned of record by GreenShift
Corporation, of which Mr. Kreisler is an officer and director.
Subsequent to the Record Date, GreenShift Corporation transferred all of its interest in GS Carbon to Seaway Capital, Inc.. The controlling shareholder of Seaway Capital, Inc. is Thomas Scozzafava, who has replaced Kevin Kreisler as Chief Executive Officer of GS Carbon.
AMENDMENT OF THE CERTIFICATE OF INCORPORATION
TO CHANGE THE NAME OF THE CORPORATION
The Board of Directors of GS Carbon has adopted a resolution to change the name of the Corporation from GS Carbon Corporation to "Seaway Valley Capital Corporation." The holders of shares representing a majority of the voting power of GS Carbon's outstanding voting stock have given their written consent to the resolution. Under Delaware corporation law, the consent of the holders of a majority of the voting power is effective as shareholders' approval. We will file the Amendment with the Delaware Secretary of State stating that it will become effective at close of business on or after August 6, 2007 (the "Effective Date").
GS Carbon Corporation was originally so named because its business was being integrated with the overall operations of GreenShift Corporation and its subsidiaries, most of which have names beginning with "GS." At the end of June 2007 GreenShift transferred its interest in GS Carbon to Seaway Capital, Inc. Accordingly, GS Carbon Corporation will not be integrated with the future operations of GreenShift Corporation. For that reason, the decision has been made to change the name of the corporation so as to remove the "GS" identifier.
Certificates for the Corporation's common stock that recite the name "GS Carbon Corporation" will continue to represent shares in the Corporation after the Effective Date. If, however, a shareholder wishes to exchange his certificate for a certificate reciting the name "Seaway Valley Capital Corporation" after the Effective Date, he may do so by surrendering his certificate to the Corporation's Transfer Agent with a request for a replacement certificate and the appropriate stock transfer fee. GS Carbon's Transfer Agent is:
Atlas Stock Transfer Company 5899 South State Street, Suite 24 Murray, UT 84107 Telephone: 801-266-7151
No Dissenters Rights
Under Delaware law, shareholders are not entitled to dissenters' rights with respect to the transaction described in this Information Statement.
From GSCR Form 8-K filed July 9, 2007:
"Effective July 1, 2007, the Company's majority shareholder, Seaway Capital, Inc., converted 308,234,884 shares of Company common stock into 21,750 shares of Company Series B preferred stock. Taking this conversion into account, Seaway now beneficially owns 100,000 shares of the Company's Series B preferred stock. A full description of the rights and privileges accorded to the Company's Series B preferred stock is provided in the Company's Form 10KSB for its fiscal year ended December 31, 2006.
After this conversion is effected, the Company will have approximately 186,099,879 shares of common stock outstanding and 100,000 shares of Series B preferred stock.
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