Replies to post #208633 on 1812 Brewing Company Inc (KEGS)

[rpt]

re:"Reverse on his preferred shares"

All of the Preferred Shares were reduced in count by the 1 for 5 R/S...But the % of ownership remained the same.

And with Tom's always 80% rule his holdings have increased by over 8 Billion shares since the R/S

General Effect of the Reverse Split and Share Increase

The table below shows the cumulative effect of the Reverse Split and Share Increase (together, the “Recapitalization”) on SVCC’s common shares outstanding at July 24, 2008, as well as the effect of the Recapitalization on the number of shares that will be outstanding if all of the outstanding preferred stock and debentures are converted, based on the market price of $.0004 at July 24, 2008. The column labeled “After Recapitalization” does not reflect any adjustments that may result from the rounding up of fractional shares. We cannot calculate at this time the number of whole shares that will be issued in lieu of fractions as a result of the Reverse Split.





Prior to
After


Recapitalization
Recapitalization

Shares of Common Stock:



Authorized
2,500,000,000
10,000,000,000

Issued and outstanding
2,333,011,591
466,602,319

Available for issuance
166,988,409
9,533,397,681





Issuable upon conversion of Series C Preferred
17,049,835,294
3,409,967,059

Issuable upon conversion of Series D Preferred
15,441,176,471
3,088,235,295

Issuable upon conversion of Series E Preferred
139,296,093,424
27,859,218,685

Issuable upon exercise of the Warrants
194,600,000
38,920,000

Issuable upon conversion of Debentures
28,464,139,683
5,692,827,937





Outstanding if all Warrants are exercised and



all Preferred Shares and Debentures are converted
202,778,856,463
40,555,771,293





Available for issuance after exercise of Warrants



and conversion of all Preferred Shares and Debentures
0
0









The Reverse Split and Share Increase will increase the number of shares available for issuance by the Board of Directors to 9,533,397,681. The Board of Directors will be authorized to issue the additional common shares without having to obtain the approval of the SVCC shareholders. Delaware law requires that the Board use its reasonable business judgment to assure that SVCC obtains “fair value” when it issues shares. Nevertheless, the issuance of the additional shares would dilute the proportionate interest of current shareholders in SVCC. The issuance of the additional shares could also result in the dilution of the value of shares now outstanding, if the terms on which the shares were issued were less favorable than the contemporaneous market value of SVCC common stock.

The Reverse Split and Share Increase, with the resulting increase in the number of shares available for issuance, are not being done for the purpose of impeding any takeover attempt. Nevertheless, the power of the Board of Directors to provide for the issuance of shares of common stock without shareholder approval has potential utility as a device to discourage or impede a takeover of SVCC. In the event that a non-negotiated takeover were attempted, the private placement of stock into “friendly” hands, for example, could make SVCC unattractive to the party seeking control of SVCC. This would have a detrimental effect on the interests of any stockholder who wanted to tender his or her shares to the party seeking control or who would favor a change in control.