1812 Brewing Company Inc (KEGS)

[Jim Bishop]

Simply put they paid very little...just paper, no cash.,

Something confuses me, top of the 8k they say the Series C converts to commons 85% of market price which of course means that the lower the price the more stock they get if converted.

But, BIG BUT, further down in the 8k they say at 21.5% of market price which is a huge discount.

"The number of shares of Common Stock to
which a holder of Series C Convertible Preferred Stock shall be entitled upon a
Conversion shall equal the product obtained by dividing the number of shares of
Series C Convertible Preferred Stock being converted by the Conversion Rate. The
Conversion Rate shall equal twenty-one and one quarter percent (21.25%) of the
average of the Closing Prices on five (5) Trading Days immediately preceding the
Conversion Date. For this purpose, "Closing Price" shall mean the last sale
price reported on the OTC Bulletin Board (or the closing high bid price, if the
Common Stock ceases to be quoted on the OTC Bulletin Board). For this purpose,
"Trading Day" shall mean any day during which the New York Stock Exchange shall



The liquidation preference of $4/share is interesting. That means that if someone was to buy SWVC out or if the company was liquidated the preferred C holders would get up to $4 per share before anyone else, common holders or creditors etc, get a cent, especially since the Preferred A's have a liquidation preference of a buck and they'd come before the commons as well.

Bottom line....Tom owns one hell of a lot of this company with various classes of stock and debentures.

Oh and should there ever be a reverse split, those Preferred C's aren't effected.