1812 Brewing Company Inc (KEGS)

[crooked33]

Are you sure? it's listed under SWVC 'Business Risk Factors' and therefore should apply to the stock of SWVC? No?

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

BUSINESS RISK FACTORS

There are many important factors that have affected, and in the future could
affect, Seaway Valley Capital Corporation's business, including but not limited
to the factors discussed below, which should be reviewed carefully together with
other information contained in this report. Some of the factors are beyond our
control and future trends are difficult to predict.

As of July 1, 2007, Seaway Capital, Inc. can exert control over us and may not
make decisions that further the best interests of all stockholders.

As of July 1, 2007, Seaway Capital, Inc. controls 100% of our outstanding Series
B preferred stock after competing the purchase from GreenShift corporation. The
preferred shares are convertible into 80% of our Common Stock. As a result,
Seaway Capital, Inc. exerts a significant degree of influence over our
management and affairs and over matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions. In addition, the concentration of ownership may delay or prevent a
change in control of us and might affect the market price of our commons stock,
even when a change in control may be in the best interest of all stockholder.
Furthermore, the interest of this concentration of ownership may not always
coincide with our interest or the interests of other stockholder and
accordingly, they could cause us to enter into transactions or agreements which
we would not otherwise consider.


The issuance of shares under our convertible debentures agreements could
increase the total common shares outstanding by 7%.

While the debentures are subject to restrictions on conversion, upon default the
holders of the debentures could convert such debentures into approximately
43,975,391 shares based on the market price on September 30, 2007. Such
issuances would reduce the percentage of ownership of our existing common
stockholders and could, among other things, depress the price of our common
stock. This result could detrimentally affect our ability to raise additional
equity capital. In addition, the sale of these additional shares of common stock
may cause the market price of our stock to decrease.