1812 Brewing Company Inc (KEGS)

[lowtrade]

cdnkid10

I Finally decided to do some DD.

10Q Aug 14;

June 30, 2007
The issuance of shares under our agreements with Candent and Cornell/Highgate could increase their holding to over 80% of the total common shares outstanding.

10K Oct 12;

While Cornell and Highgate are subject to restrictions on conversion of their respective debentures limiting their ownership to 4.9% of our common stock, upon default the Cornell March 31, 2007. The issuance of these shares would dilute the interest of our current shareholders by over 30%.

50% converted & sold into Aug run. IMO

8K Oct. 24;
On October 23, 2007, Seaway Valley Capital Corporation (the "Company") acquired all of the capital stock of WiseBuys Stores, Inc. ("WiseBuys"). In exchange for the WiseBuys shares, the Company issued to the shareholders of WiseBuys 1,458,236 shares of the Company's Series C Convertible

Upon completion of the Merger, there were 450,099,879 shares of the Company's common stock issued and outstanding. In addition, there were 1,458,236 shares of Series C Convertible Preferred Stock issued and outstanding, which could be converted into 274,491,461 common shares at the market price of $.02 1/2 on October 1, 2007. In addition, there were 100,000 shares of Series B Preferred Stock issued and outstanding, which could be converted into 80% of the outstanding common stock. The holders of the Series B Preferred Stock and the Series C Preferred Stock have voting power equivalent to the common shares into which the Preferred shares are convertible.


o each shareholder who beneficially owns more than 5% of our common stock (on a fully-diluted basis); and

o Thomas Scozzafava, who is our only executive officer and the only member of our Board of Directors

Beneficial Owner Thomas Scozzafava Series B 100,000(1) 100% Series C 721,800 50% voting rights 83.8%

(1) Represents shares owned by Seaway Capital, Inc., of which Mr. Scozzafava is the sole shareholder.

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Last 30% being sold into last 2 pops & IMO the next run to .065

Cornell/Highgate Max 4.9% would not need to be reported. Not over 5%.

But take the 450 mill O/S Oct 23 and ad 30% dilution seen in the 10K OCT. 12 and you get 590 mil O/S. The TA says 650 mil after correction. So all missing is 60 million shares. If Cornell/Highgate is out!

Kind of fits, 60 mill could have something to do with Hackett's funding! Wasn't that something like $1.5 or $2 mill one time payment? Well 60 mil common at 2.5 cents = $1.5 mil.

I'm with you. IMO The company share structure may be clean.

We (retail) owns 650 mill of common. Wisebuy's insiders own 700k of series "C" & Thomas Scozzafava Owns 700k. Thomas Scozzafava also owns the poison pill 100k of series "B" preferred.