1812 Brewing Company Inc (KEGS)

[WallStreetFamily]

"** Scotchfix Research #1 **"

Current YA debt summary

Debenture # CCP1 = $150,000
Debenture # 5-1/A= $375,000
Debenture # SWVC5-2 = $175,000
Total of RENEGOTIATED CD's = $700,000

New Debenture SWVC-6-1 = $2,249,073.08
This is the new debenture to eliminate all debt from Hackett's so Hacketts can use the full $5 million line of credit for expansion from Wells Fargo. (Intrinsic value increase for shareholders)

All of the above CD's have a conversion rate of the lessor of .01 or 75% of the lowest 5 previous days pricing to conversion date.

YA has also agreed to a 134,600,000 share warrant at .01 which is a non cash exercisable warrant but can only be converted at .01. This was the 'thank you' warrant for YA taking all the debt from the Commonwealth Bank to allow Hacketts to use the $5 million fully from Wells Fargo.

Also all these CD's are payable in cash at a 20% penalty premium but the price of the stock MUST be below .01 for the CEO to pay any of it off.

There is an agreed escrow of 800,000,000 shares to cover the entire debt owed to YA. This does not mean these shares will hit the market. These shares are set aside as collateral in case the debt does not get paid back or if YA elects to take down some of the debt in shares. They want to be guaranteed the shares are there in case they do want to take it down fro debt repayment.

With the current debt owed to YA of almost $3 million (this makes Hackett's/Wisebuys debt free) and at an 800,000,000 share escrow, the minimum the stock price can go for YA to break even is .00375 which YA will never let it get to because they at that point will begin to lose money which they just don't do.

The Wells Fargo revolving line of credit also requires Hacketts to be a profitable company (complete scale of both profitablilty and asset valuation is in the agreement between Wells Fargo and Hackett's) and to maintain that growth in the future.

Currently NO shares have been issued under the S8 (see the actual listing of who owns those shares in the body, no one at this time)

------------

Now for the most interesting part! Based on my research YA will NOT be looking at taking down any stock on the more than $3 million CD debt. As I understand it, YA and Tom agreed to the "Thank You" warrant of 134,600,000 share non cash warrant at .01 to not take down any more shares of the CD debt but to allow adequate time for Tom to pay the CD debt off in cash! With the increase in intrinsic value of the assets and subsequent share appreciation value of SWVC, YA will be able to sell the 134,600,000 at much higher levels than the conversion price of .01! The CD debt will be paid off by funds accumulated by a Limited Partnership offering through the Real Estate company just recently created. The collateral of the Limited Partnership is the current Real Estate holdings and future real estate assets to be announced. Also, the company will use any additional proceeds to this offering for a share buyback and future real estate investments.

YA currently stands to make much more money on the 134,600,000 non cash warrant at .01 than they would taking down shares on the CD debt and devistating the share price and more importantly the interest of the investing community. If they have 800,000,000 shares and can't sell them, then they are worthless. That is why YA was given the 134,600,000 non cash warrant at .01 per share conversion, IMHO. YA knows this stock will be worth much more than .01 per share in the future. An absolute winfall for them as a thank you from Tom for helping him out! When looking at this entire 8K filed the one thing that stands out more than anything is the 134,600,000 non cash warrant at ".01"!! Seemed very, very odd why YA would agree to this if they were going to drag the company down. That is where my research started.

-----------

From some additional calls made today, there is indications that some if not all of the debt owed to YA will be paid by a cash distribution being made by Greenshift to the CEO of Seaway. Apparently this was the deal made by the CEO of Greenshift and the CEO of Seaway for cleaning up debt, corporate restructuring and expansion plans of both companies in seperate business directions. The Limited Partnership offering will be for further expansion and acquisition plans of SWVC. What this leaves is YA with a very valuable warrant of 134,600,000 shares at .01 for their reward in helping both organizations out while they went through this restructuring.