SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[x] Preliminary Information Statement [ ] Confidential, for use of the
[ ] Definitive Information Statement Commission only
GS Carbon Corporation .
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
..................................................................
2) Aggregate number of securities to which transaction applies:
..................................................................
3) Price per unit or other underlying value of transaction pursuant to
Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is
calculated and state how it was determined.)
..................................................................
4) Proposed maximum aggregate value of transaction:
...................................................................
5) Total fee paid:
...................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
......................................
2) Form, Schedule or Registration Statement No.:
......................................
3) Filing Party:
......................................
4) Date Filed:
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<PAGE>
GS Carbon Corporation
One Penn Plaza, Suite 1612
New York, New York 10119
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
<PAGE>
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.
<TABLE>
<CAPTION>
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
------------------- --------- ----------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Kevin Kreisler 322,234,884 76.4% 78,250 100% 95.3%
One Penn Plaza, Suite 1612
New York, NY 10119
------------------------------------
<FN>
(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.
</FN>
</TABLE>
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.
* * * * *
</TEXT>
</DOCUMENT>
AI
