1812 Brewing Company Inc (KEGS)

[Epic]

16-Aug-2007

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhib


ITEM 2.01 COMPLETION OF DISPOSITION OF ASSETS

On July 1, 2007 GS Carbon completed the sale to GS CleanTech Corporation of the capital stock of GS Carbon Trading, Inc. GS Carbon Trading owns capital stock in Sterling Planet, Inc., Terra Pass, Inc., Air Cycle Corporation, General Ultrasonics Corporation and General Carbonics Corporation.

In exchange for the capital stock in GS Carbon Trading, GS CleanTech assumed liability to Cornell Capital Partners under certain Convertible Debentures in the principal amount of $1,125,000 issued by GS Carbon to Cornell Capital Partners. Cornell Capital Partners agreed to the transfer of liability and release of GS Carbon from liability under the Convertible Debentures in consideration of GS Carbon's agreement to permit Highgate House Funds, Ltd., an affiliate of Cornell Capital Partners, to purchase 20,000,000 shares of GS Carbon Corporation by cashless exercise of certain warrants issued by GS Carbon to Highgate House Funds.

GS CleanTech is a subsidiary of GreenShift Corporation, which owned 85% of the equity in GS Carbon until June 30, 2007. The assignment of debt described above was a condition to the agreement under which GreenShift divested itself of ownership of GS Carbon.