1812 Brewing Company Inc (KEGS)

[ldogger]

Green Shift and the KK debacle.



The Board of Directors of the Company has unanimously adopted a resolution to
amend the Certificate of Incorporation to effect a reverse split of the
Company's outstanding common stock at a ratio of 1:500 (the "Reverse Split").
The holder of shares representing a majority of the voting power of the
Company's outstanding voting stock has given its written consent to the reasons why the Board of Directors approved the Reverse
Split. The first reason is the exhaustion of our authorized stock. Our articles
of incorporation authorize the Board of Directors to issue 5,000,000,000 common
shares. At present, 5,000,000,000 common shares have been issued and remain
outstanding. There are no authorized but unissued shares of common stock
available for the various purposes for which the Board of Directors might wish
to use such shares, such as effecting acquisitions, business expansion,
obtaining financing, and recruiting management personnel, all of which will be
necessary if the Company is to take advantage of new business opportunities.

The second reason for the reverse split is to make shares of authorized common
stock available for issuance upon the conversion or exercise of derivative
securities that are currently outstanding. GS CleanTech Corporation currently
holds 1,000,000 shares of Series C Preferred Stock that are convertible into
Company common stock equal to 80% of the fully diluted capital stock of the
Company. One effect of the Reverse Split will be to make available authorized
shares for issuance upon conversion of the preferred shares.

At the present time, the Board of Directors has not made any specific plan,
commitment, arrangement, understanding or agreement with respect to the
additional authorized shares that will be available for issuance after the
Reverse Split, other than shares needed for issuance upon conversion of the
derivative securities discussed above.

The third reason for the Reverse Split relates to the current low market price
of our common stock. The Company may require financing to fund its business
development, be it the costs of acquisitions or the capital needed to fund the
growth of the acquired companies. The Board of Directors has come to the
conclusion that an increase in the market price of the common stock may enhance
the marketability of the common stock and so improve the Company's prospects for
obtaining financing. It is hoped that the Reverse Split will increase the per
share market price of the common stock. There is, however, no assurance that the
market price will increase, or that it will not return to its current levels
after the Reverse Split.