Float only 127,705,106 mil,,,,
RULE 14F-1
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
INFORMATION PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
GS CARBON CORPORATION
One Penn Plaza, Suite 1612
New York, NY 10119
This report is furnished by the Board of Directors of GS Carbon
Corporation, a Delaware corporation, to the holders of its common stock, $.0001
par value.
On June 30, 2007 GreenShift Corporation transferred to Seaway Capital, Inc.
all of its interest in the equity securities of GS Carbon Corporation,
specifically 78,250 shares of Series B Preferred Stock and 320,534,884 shares of
common stock, representing approximately 95% of the equity at that time (the
"Transfer"). Seaway Capital, Inc. agreed to assume responsibility for the
management of GS Carbon Corporation, but gave no additional consideration to
GreenShift Corporation.
Pursuant to the transfer agreement, Kevin Kreisler, the present sole
director of GS Carbon Corporation, has elected to the Board Thomas Scozzafava,
the sole shareholder of Seaway Capital, Inc. The election will be effective ten
days after GS Carbon Corporation mails this information statement to its record
shareholders. Kevin Kreisler's resignation from the Board will also be effective
on that date.
This report is provided for information purposes only. We are not
soliciting proxies in connection with the matters described in this report. You
are not requested to respond to this report in any way.
This report will first be mailed to the shareholders of GS Carbon
Corporation on or about July 26, 2007.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
At the time of the Transfer, 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. Immediately prior to the Transfer, as
shown in the following table, GreenShift Corporation was the only person who
owned beneficially more than 5% of any class of GS Carbon's voting stock. In
addition, Kevin Kreisler was the only officer or director of GS Carbon
Corporation.
Amount and Nature of Beneficial Ownership
Name and Address Percentage Series B Percentage Percentage of
of Beneficial Owner Common of Class Preferred of Class Voting Power
--------------------------- ----------- --------- ----------- --------- ------------
GreenShift Corporation 320,534,884 76.0% 78,250 100% 95.3%
One Penn Plaza, Suite 1612
New York, NY 10119
Subsequent to the Transfer, Seaway Capital, Inc. assumed the ownership
interest shown in the table from GreenShift Corporation. The controlling
shareholder of Seaway Capital, Inc. is Thomas Scozzafava, who has replaced Kevin
Kreisler as Chief Executive Officer of GS Carbon.
AI
,
, 
