`====================================================================================================

                          United States Securities and Exchange Commission
                                       Washington, D.C. 20549

                                             FORM 10-KSB

          X Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

                              For the fiscal year ended March 31, 2005
                                                 or
     _ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _____________ to ____________

                                   Commission file number: 0-2040
                                                          --------

                                 THE ST. LAWRENCE SEAWAY CORPORATION
                           ----------------------------------------------
                           (Name of Small Business Issuer in its Charter)

            Indiana                                                           35-1038443
---------------------------------                               ------------------------------------
  (State or Other Jurisdiction                                  (I.R.S. Employer Identification No.)
of Incorporation or Organization)


        55 South State Avenue
        Indianapolis, Indiana                                                    46204
----------------------------------------                                       ----------
(Address of Principal Executive Offices)                                       (Zip Code)

                                           (317) 639-5292
                          ------------------------------------------------
                          (Issuer's telephone number, including area code)

                 Securities registered under Section 12(b) of the Exchange Act: None

                   Securities registered under Section 12(g) of the Exchange Act:

                                           Title of class
                               Common Stock, par value $1.00 per share
                              -----------------------------------------

     Check whether the issuer:  (1) filed all reports required to be filed by Section 13 or 15(d) of
the  Exchange  Act during the past 12 months (or for such  shorter  period that the  registrant  was
required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]

     Check if  disclosure  of  delinquent  filers in response to Item 405 of  Regulation  S-B is not
contained in this form, and no disclosure will be contained,  to the best of registrant's knowledge,
in definitive  proxy or information  statements  incorporated  by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]

     The issuer's revenues for its fiscal year ended March 31, 2005 were $2,138.

     The aggregate market value of common stock held by non-affiliates of the issuer as of March 23,
2005 was approximately $608,902.

     The number of shares of common stock of the issuer outstanding as of June 14, 2005 was 393,735.

     Transitional Small Business Disclosure Format (check one) Yes    No  X
                                                                  ---    ---

====================================================================================================`

---

`PART I


ITEM 1 - DESCRIPTION OF BUSINESS.

     The St. Lawrence Seaway  Corporation  (the  "Company") is an Indiana  corporation  organized on
March 31, 1959. Prior to 1998, the Company  principally engaged in farming,  timber,  harvesting and
other  traditional  agricultural  activities.  The Company is currently engaged in investing in drug
development  programs  and in  evaluating  other  alternatives  to its  former  business,  including
continuing its evaluation of operating companies for acquisition,  merger or investment. Pending any
such  transaction,  the  Company  will  continue  its  practice  of  maintaining  any cash assets in
relatively liquid interest/dividend bearing money market investments.  Eventually such assets may be
used for an acquisition or for a partial payment of an acquisition or for the  commencement of a new
business.

     RESEARCH FUNDING.  In recent years, the Company has examined several investment and acquisition
opportunities in technology and  Internet-related  fields, but ultimately  determined that they were
not suitable for the Company.  The Company has broadened its search to  opportunities to participate
in funding the  development  of  pharmaceuticals  and  health-related  products.  The following is a
summary of the two ventures the Company has entered into.

     In January 2002, the Company entered into a Research Funding Agreement with New York University
School of Medicine,  New York, New York,  under which the Company  provided  funding for the further
development of certain NYU medical  discoveries and  technology,  in return for which the Company is
entitled  to  receive  license  fees  from the  future  commercial  uses of such  discoveries.  Such
technology  is subject to pending NYU patent  applications  and  generally  relates to  treatment of
certain  prostate  enlargements and prostate  cancers.  Under the Research  Funding  Agreement,  the
Company  agreed to provide  research  funding of $25,000  for each of eight  calendar  quarters,  in
exchange for which the Company is entitled to receive 1.5% of future license revenues from the sale,
license or other commercialization of the patents. The first payment was made in connection with the
execution of the Research  Funding  Agreement in January 2002. The Company had the option to provide
additional  funds  for up to three  additional  years of  development,  in  exchange  for  which the
Company's  share of license  revenue  from the patents  would  increase  to a maximum of 3.75%.  The
Company did not exercise this option.  Development  and  commercialization  of the patents is highly
speculative and subject to numerous scientific,  financial,  practical and commercial uncertainties.
There can be no  assurances  that the Company will receive any license  revenues as a result of this
Research Funding Agreement.

     In a separate  matter,  the Company entered into a joint venture  agreement as of June 25, 2002
under which it has provided development funding to a newly-formed private limited liability company,
T3 Therapeutics, LLC (the "Development Company"), for specified drug treatment protocols for thyroid
and  cardiovascular  disease,  in exchange for an equity interest in the Development  Company.  Such
treatments are in early stage  development  and involve the use of novel  formulations  of hormones,
delivered in controlled release formulations.  Funding provided by the Company is being used for the
purpose of financing  development of new  formulations  of such hormones,  and to conduct animal and
human  clinical  trials.  Research has been  initiated by the  Development  Company,  which has been
founded by physicians at a major metropolitan New York City area hospital.  Under the agreement, the
Company  acquired,  subject to adjustment,  a 12.5% ownership stake in the Development  Company,  in
exchange for development  funding of $750,000,  for use over an approximately  two-year period.  The
agreement provided for a follow-on contribution of an additional $750,000 if certain preliminary FDA
testing approvals were secured,  with a corresponding  increase in the Company's  ownership stake to
25% of the  Development  Company.  The Company and the  Development  Company have mutually agreed to
cancel the  additional  investment  requirement  of  $750,000.  If the  product is  licensed  by the
Development  Company to a pharmaceutical  partner,  the Company will be entitled to a portion of the
Development  Company's  resulting  royalties  and progress  payments.  The amount of ownership to be
received by the Company is subject to adjustment,  based upon (i) ownership and license arrangements
that the Development Company makes with laboratories that provide research and formulation expertise
and products,  (ii) development or licensing  transactions or (iii) other sources of financing.  The
Company loaned the Development Company $40,000 in connection with entering into the letter of intent
relating to the joint venture agreement;  the $40,000 note was cancelled and was credited toward the
Company's  initial  $750,000  contribution.  Development  and  commercialization  of  the  treatment
protocols  is highly  speculative  and  subject to numerous  scientific,  practical,  financial  and
commercial uncertainties.  There can be no assurances that the Company will receive any royalties or
progress payments, or that the value of its ownership stake in the Development Company will increase
or even maintain its current value.


                                                 -2-`

---

`In March 2003,  the  Development  Company  entered into a development  and worldwide  licensing
agreement with West Pharmaceutical  Services,  Inc. for the development and  commercialization of an
oral sustained  release  formulation of  liothyronine.  Under the terms of the agreement,  West will
receive  milestone  payments  for  the  successful  completion  of  various  development  activities
throughout the program.  West will also receive  royalty  payments based on commercial  sales if the
product is granted  regulatory  approval.  The  Development  Company will receive  certain  licenses
necessary to develop and sell products  incorporating  West's sustained release delivery technology.
The  Development  Company paid an up-front  license fee of $150,000 in addition to the milestone and
royalty  payments that may become payable  depending on the success of the project.  The Development
Company will pay all costs associated with the development program, which are currently estimated to
total $600,000 over the life of the development program, which is expected to be at least two years.

     The initial formulation  research conducted by West Pharmaceuticals for the Development Company
has been completed and two prototype  formulations have been developed.  Initial prototype stability
studies have been completed,  but the prototypes exhibited some instability at high temperatures and
high  humidity.  The large animal  (swine)  trials  recently  concluded by the  Development  Company
designed to test the absorption  characteristics of tri-iodothyronine ("T-3") exhibited very limited
T-3 absorption and extremely  erratic  results.  Consequently,  the  Development  Company is further
refining its T-3 drug  preparations in anticipation of additional trials in the second half of 2005.
The  Development  Company in March 2005  entered  into a  Development  and Option  Agreement  with a
domestic  pharmaceutical  company.  This  agreement is intended to further  develop the  Development
Company's  thyroid and  cardiovascular  protocols  over the next several  years and, if  successful,
eventually  result in a New Drug  Application  being  filed with the FDA.  However,  there can be no
assurances that the protocols will be successfully  developed or that a New Drug Application will be
filed with or approved by the FDA.

     FINANCING  ARRANGEMENTS.  The  Company  currently  has no debt for  borrowed  funds or  similar
obligations  or  contingencies.  The Company may incur debt of an  undetermined  amount to effect an
acquisition or commence a new business. The Company does not have a formal arrangement with any bank
or financial institution with respect to the availability of financing in the future.

     LICENSES AND TRADEMARKS,  ETC. The business of the Company is not currently  dependent upon any
patent, trademark, franchise or license.

     Governmental  Regulation.  The Company believes it is in compliance with all federal, state and
local regulations.

     EMPLOYEES.  The Company has no  employees  at this time.  Mr.  Jack C.  Brown,  a Director  and
Secretary of the Company receives a monthly fee of $500 for administrative  services that he renders
to the Company. Such fee is paid pursuant to a month to month arrangement. Part-time secretarial and
bookkeeping  services are  provided to the Company by an employee of a management  company with whom
the Company shares office space.


ITEM 2 - DESCRIPTION OF PROPERTY.

    At March 31, 2005, the Company did not own any real estate.


ITEM 3 - LEGAL PROCEEDINGS.

    The Company is not a party to any material pending legal proceedings.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    Not applicable.


                                                 -3-`

---

`PART II



ITEM 5 - MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES
         OF EQUITY SECURITIES.

     MARKET  INFORMATION.  The  Company's  common stock is not  currently  listed for trading on any
exchange.  The  following  table sets forth the high and low sales price for each  quarterly  period
during the fiscal years 2005 and 2004,  as reported by the OTC Bulletin  Board.  The common stock is
quoted under the ticker symbol  "STLS.OB."  Such price data reflects  inter-dealer  prices,  without
retail mark-up, mark-down or commission and may not represent actual transactions.

-------------------------- ------------------------ ----------------------- ------------------------
        Fiscal Year                 Quarter                   High                     Low
-------------------------- ------------------------ ----------------------- ------------------------
            2005                     First                    $3.00                   $2.00
-------------------------- ------------------------ ----------------------- ------------------------
                                     Second                   $3.50                   $2.65
-------------------------- ------------------------ ----------------------- ------------------------
                                     Third                    $2.70                   $1.80
-------------------------- ------------------------ ----------------------- ------------------------
                                     Fourth                   $2.10                   $1.80
-------------------------- ------------------------ ----------------------- ------------------------
            2004                     First                    $2.00                   $1.20
-------------------------- ------------------------ ----------------------- ------------------------
                                     Second                   $1.60                   $1.25
-------------------------- ------------------------ ----------------------- ------------------------
                                     Third                    $3.80                   $1.30
-------------------------- ------------------------ ----------------------- ------------------------
                                     Fourth                   $2.75                   $2.05
-------------------------- ------------------------ ----------------------- ------------------------


     DIVIDENDS.  It is the  present  policy  of the  Board of  Directors  of the  Company  to retain
earnings,  if any, to finance the future expansion of the Company.  No cash dividends were paid this
year and no cash dividends are expected to be paid in the future.

     NUMBER OF STOCKHOLDERS.  As of June 14, 2005, there were approximately  1,000 holders of record
of the Company's common stock.


                                                 -4-`

---

`ITEM 6 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     YOU SHOULD READ THE FOLLOWING  DISCUSSION AND ANALYSIS OF THE COMPANY'S FINANCIAL CONDITION AND
RESULTS OF OPERATIONS  TOGETHER WITH THE COMPANY'S  FINANCIAL  STATEMENTS AND RELATED NOTES INCLUDED
ELSEWHERE IN THIS REPORT.  THE NOTES TO THE FINANCIAL  STATEMENTS  SET FORTH THE COMPANY'S  CRITICAL
ACCOUNTING  POLICIES,  INCLUDING POLICIES RELATED TO ASSET VALUATION.  THESE POLICIES ARE SUMMARIZED
BELOW UNDER "CRITICAL ACCOUNTING POLICIES."

     RESTATEMENT.  The Company restated its financial  statements for the year ended March 31, 2003,
and for the first three  quarters of fiscal 2004,  as it has  determined  that the Research  Funding
Agreement  with  the  New  York  University  School  of  Medicine,  originally  accounted  for as an
investment,  should be treated as research and development costs and expensed accordingly,  pursuant
to paragraph 12 of SFAS No. 2, "Accounting for Research and Development Costs."

     RESULTS OF  OPERATIONS  FOR THE FISCAL YEAR ENDED MARCH 31, 2005 AS COMPARED TO THE FISCAL YEAR
ENDED MARCH 31, 2004.

     Interest and dividend income decreased by $393, or 15.5%, from $2,531 for the fiscal year ended
March 31, 2004 to $2,138 for the fiscal year ended March 31,  2005.  This  decrease is a primarily a
result of lower cash balances.

     Consulting fees were $6,000 for the fiscal years ended March 31, 2004 and 2005.

     General and administrative expenses decreased by $28,199, or 29.7%, from $95,055 for the fiscal
year ended March 31, 2004 to $66,856 for the fiscal year ended March 31,  2005.  The lower amount of
general and administrative expenses in the fiscal year ended March 31, 2005 was due primarily to the
reduction  of office rent  payments  and related  operating  costs as a result of the closing of the
Company's  office at 320 North Meridian Street in  Indianapolis,  Indiana and lower accounting fees,
partially offset by higher legal fees and annual meeting expenses.

     The following  table  summarizes the significant  component of these  expenses,  and presents a
comparison of such components for the fiscal years ended March 31, 2005 and March 31, 2004:

                                          For the Fiscal Year Ended March 31,
                                          -----------------------------------
                                               2005                 2004
                                          ---------------     ---------------
Executive compensation,
    management fees, salaries and
    employee benefits...........            $ 4,629                $ 10,771
Office rent and operations......              1,086                  18,068
Stock services, proxy, annual
    meeting and SEC report
    compliance..................             23,976                  22,585
Professional fees (accounting &
    legal)......................             37,165                  43,631
         Total..................           $ 66,856                $ 95,055
                                         ==========              ==========



     As a result of the above items,  the Company had a loss of $70,718 before  provision for income
taxes for the fiscal year ended March 31, 2005,  as compared to a loss of $98,524  before  provision
for income taxes for the fiscal year ended March 31, 2004.

     No income tax was paid for the fiscal year ended March 31,  2005,  as compared to income tax of
$124 paid for the fiscal year ended March 31, 2004.


                                                 -5-`

---

`Results of  Operations  for the Fiscal Year Ended March 31, 2004 as Compared to the Fiscal Year
Ended March 31, 2003.

     Interest and dividend  income  decreased by $6,674,  or 72.5%,  from $9,205 for the fiscal year
ended  March 31,  2003 to $2,531 for the fiscal  year  ended  March 31,  2004.  This  decrease  is a
primarily a result of lower cash balances and funding the NYU investment.

     Consulting  fees decreased by $11,000,  or 64.7%,  from $17,000 for the fiscal year ended March
31, 2003 to $6,000 for the fiscal year ended March 31, 2004.  Consulting  fees were higher in fiscal
2003 as a result of the  engagement of a consultant to evaluate the prospects of the drug  treatment
protocols underlying the Development Company venture.

     General and  administrative  expenses decreased by $4,488, or 4.5%, from $99,543 for the fiscal
year ended March 31, 2003 to $95,055 for the fiscal year ended March 31, 2004.  The higher amount of
general and  administrative  expenses in the fiscal year ended March 31, 2003 was due  primarily  to
increased  professional  fees related to the  negotiation  of the joint venture  agreement  with the
Development  Company. In 2004, the decrease in professional fees was partially offset by an increase
in transfer agent fees, annual meeting expenses and higher office rent and operations costs in 2004.

     The following  table  summarizes the significant  component of these  expenses,  and presents a
comparison of such components for the fiscal years ended March 31, 2004 and March 31, 2003:

                                          For the Fiscal Year Ended March 31,
                                          -----------------------------------
                                               2004                 2003
                                          ---------------     ---------------
Executive compensation,
    management fees, salaries and
    employee benefits...........            $10,771                $ 11,116
Office rent and operations......             18,068                  15,921
Stock services, proxy, annual
    meeting and SEC report
    compliance..................             22,585                  14,491
Professional fees (accounting &
    legal)......................             43,631                  58,015
                                            -------                 -------
         Total..................           $ 95,055                $ 99,543
                                         ==========              ==========


     As a result of the above items,  the Company had a loss of $98,524 before  provision for income
taxes for the fiscal year ended March 31, 2004, as compared to a loss of $107,338  before  provision
for income taxes for the fiscal year ended March 31, 2003.

     Income tax paid for the fiscal year ended March 31, 2004 was $124, as compared to income tax of
$449 paid for the fiscal year ended March 31, 2003.

     LIQUIDITY  AND CAPITAL  RESOURCES.  At March 31, 2005,  the Company had net working  capital of
$158,037, the major portion of which was in cash and money market funds. The Company believes it has
sufficient capital resources to continue its current business.

     The  Company  may  require  the use of its  assets for a purchase  or  partial  payment  for an
acquisition or in connection with another business opportunity.  In addition,  the Company may incur
debt of an  undetermined  amount to effect an  acquisition  or in connection  with another  business
opportunity.  It may also issue its  securities in connection  with an acquisition or other business
opportunity.


                                                 -6-`

---

`The Company  does not have a formal  arrangement  with any bank or financial  institution  with
respect to the availability of financing in the future.

     CRITICAL ACCOUNTING POLICIES AND ESTIMATES.  Management's  Discussion and Analysis of Financial
Conditions  and  Results of  Operations  discusses,  among other  things,  the  Company's  financial
statements,  which have been prepared in accordance with accounting principles generally accepted in
the United  States.  The  preparation  of these  financial  statements  requires the Company to make
estimates  and  assumptions  that  affect the  reported  amounts of assets and  liabilities  and the
disclosure of contingent  assets and  liabilities  at the date of the financial  statements  and the
reported  amounts of revenues  and  expenses  during the  reporting  period.  On an on-going  basis,
management  evaluates  its  estimates  and  judgments,  including  those  relating  to  investments,
liabilities  and  operating  expenses.  Management  bases its  estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under the  circumstances,
the results of which form the basis for making  judgments  about the  carrying  values of assets and
liabilities that are not readily  apparent from other sources.  Actual results may differ from these
estimates  under different  assumptions or conditions.  Management  believes the following  critical
account  policy,  among others,  affect its more  significant  judgments  and estimates  used in the
preparation of the financial statements.

     VALUATION OF OTHER  INVESTMENTS:  The Company  reviews for impairment  investments  made in the
Development  Company on an on-going basis or whenever  events or changes in  circumstances  indicate
that the carrying amount of any asset may not be recoverable.  In the event of impairment, the asset
is written down to its fair market value.

         "Safe harbor" statement under the Private Securities Litigation Reform Act of 1995
         ----------------------------------------------------------------------------------

     This  report  contains  forward-looking  statements  within the  meaning of Section  27A of the
Securities  Act of 1933 and Section 21E of the  Securities  Exchange  Act of 1934 which  reflect the
Company's  current  views  with  respect  to future  events  and  financial  performance.  The words
"believe,"  "expect,"  "anticipate," and similar expressions  identify  forward-looking  statements.
Investors  should not rely on  forward-looking  statements  because they are subject to a variety of
risks,  uncertainties,  and other factors that could cause actual results to differ  materially from
those expressed in any such  forward-looking  statements,  including those mentioned below and those
detailed from time to time in the Company's  filings with the  Securities  and Exchange  Commission.
These factors include, but are not limited to:

        - the ability to  successfully  complete  development  and  commercialization  of  products,
including the cost, timing, scope and results of pre-clinical and clinical testing;

        - the ability to successfully  complete product research and further development,  including
animal, pre-clinical and clinical studies;

        - the ability of the developers to manage  multiple late stage clinical trials for a variety
of product candidates;

        -  significant  uncertainties  and  requirements  to  attain  government  testing  and sales
approvals and licenses;

        - the volume and profitability of product sales;

        - changes in existing and potential  relationships  with financing,  corporate or laboratory
collaborators;

        - the cost,  delivery and quality of clinical and  commercial  grade  materials  supplied by
contract manufacturers or laboratories;

        - the timing, cost and uncertainty of obtaining regulatory approvals;

        - the  ability to obtain  substantial  additional  funding or to enter into  development  or
licensing arrangements with well-funded partners or licensees;

        - the ability to attract manufacturing, sales, distribution and marketing partners and other
strategic alliances;


                                                 -7-`

---

`- the ability to develop and commercialize products before competitors; and

        - the  dependence  on certain  founders  and key  management  members of the  developer,  or
physicians with expertise in the field.


ITEM 7 - FINANCIAL STATEMENTS.

     Annexed hereto starting on Page 19.


ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

     Not applicable.


ITEM 8A - CONTROLS AND PROCEDURES

         (a) Evaluation of Disclosure  Controls and Procedures.  The Company's Chairman of the Board
and President and Treasurer have evaluated the  effectiveness of the Company's  disclosure  controls
and  procedures  (as such term is defined in Rules  13a-15(e)  and  15d-15(e)  under the  Securities
Exchange Act of 1934, as amended (the  "Exchange  Act") as of the end of the period  covered by this
Annual Report (the  "Evaluation  Date").  Based upon such  evaluation,  such officers have concluded
that, as of the Evaluation Date, the Company's  disclosure  controls and procedures are effective in
alerting  them on a timely  basis to material  information  relating  to the Company  required to be
included in the Company's reports filed or submitted under the Exchange Act.

         (b) Changes in Internal Control Over Financial Reporting.  There has not been any change in
the Company's  internal  control over financial  reporting  that occurred  during the Company's last
fiscal quarter,  that has materially  affected,  or is reasonably likely to materially  affect,  the
Company's internal control over financial reporting.


ITEM 8B - OTHER INFORMATION

         Not applicable.





                                                 -8-`

---

`PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
         OF THE EXCHANGE ACT.

     Set forth in the following  table are the names and ages of all persons who were members of the
Board of Directors of the Company at March 31, 2005, all positions and offices with the Company held
by such persons,  their business experience,  the period during which they have served as members of
the board of directors and other directorships held by them.


Directors/
Position in Company    Age  Director Since Business Experience During Last Five Years  Other Directorships
-------------------    ---  -------------- ------------------------------------------  -------------------
Jack C. Brown           86  1959           Attorney at Law, Indianapolis, Indiana since    None
Secretary                                  1945.
Joel M. Greenblatt      47  1993           Managing Partner of Gotham Capital III L.P.     None
Chairman of the Board                      ("Gotham") and its predecessors since 1985.
                                           Gotham is a private
                                           investment partnership
                                           which owns securities,
                                           equity interests,
                                           distressed debt, trade
                                           claims and bonds,
                                           derivatives and options
                                           and warrants of issuers
                                           engaged in a variety of
                                           businesses.
Daniel L. Nir           44  1993           Managing Partner of Gracie Capital, L.P.        None
President and Treasurer                    since December, 1998; Manager of Sargeant
                                           Capital Ventures, LLC
                                           since December 1997;
                                           Managing Partner of
                                           Gotham prior thereto.
Edward B. Grier III     47  1993           Limited Partner of Gracie Capital, L.P. since   None
Vice President                             January 1999; Vice President of Gotham from
                                           1992-1994 and a limited
                                           partner of Gotham from
                                           January 1, 1995 through
                                           December 31, 1998.

     Directors of the Company are elected by a plurality of the votes cast at the Annual  Meeting of
Shareholders.  Each  Director's  current  term of office will  expire at the next annual  meeting of
Shareholders  or when a successor is duly elected and qualified.  Executive  officers of the Company
are elected  annually for a term of office  expiring at the Board of Directors  meeting  immediately
following the next succeeding  Annual Meeting of  Shareholders,  or until their  successors are duly
elected and qualified.

     While the Company does not have a formal audit committee, the Board of Directors has determined
that Mr. Grier meets the requirements  adopted by the Securities and Exchange Commission (the "SEC")
for  qualification  as an "audit  committee  financial  expert." Mr. Grier, as Vice President of the
Company, is not "independent" of the Company as that term is used in the SEC's proxy rules.

     CODE OF ETHICS.  The Board of  Directors  has  adopted a Code of Ethics,  as defined  under the
federal  securities  laws, that applies to all directors and officers of the Company.  A copy of the
Code of Ethics has been filed with the SEC as Exhibit 14 to the Company's Annual Report on Form 10-K
for 2004.

     COMPLIANCE  WITH SECTION 16(A) OF THE EXCHANGE  ACT.  Based solely on a review of Forms 3 and 4
and  amendments  thereto,  furnished to the Company  during the fiscal year ended March 31, 2005 and
Forms 5 and amendments  thereto furnished to the Company with respect to the fiscal year ended March
31,  2005,  no  director,  officer  or  beneficial  owner of more than 10% of the  Company's  equity
securities  failed to file on a timely basis  reports  required by Section 16(a) of the Exchange Act
during the fiscal year ended March 31, 2005.


                                                 -9-`

---

`ITEM 10 - EXECUTIVE COMPENSATION.

     Except as noted below,  neither the Company's Chief  Executive  Officer nor any other executive
officers of the Company (collectively the "Named Executives") received salary, bonus or other annual
compensation  for  rendering  services to the Company  during the fiscal years ended March 31, 2005,
2004, and 2003.

     During each of the three fiscal years ended March 31, 2005,  2004 and 2003, the Company paid to
Jack C. Brown,  Secretary and a Director, a monthly fee of $500 for administrative  services that he
renders to the Company. Such fee is on a month to month arrangement.

     SUMMARY  COMPENSATION  TABLE.  As  permitted  by  Item  402  of  Regulation  S-B,  the  Summary
Compensation  Table has been omitted as there was no  compensation  awarded to, earned by or paid to
any  executive  officer  which is required to be reported in such Table for any fiscal year  covered
thereby.  In  addition,  no  transactions  between  the  Company and a third party where the primary
purpose of the  transaction was to furnish  compensation to any executive  officer were entered into
for any fiscal year covered thereby.

     OPTION/SAR GRANTS IN FISCAL YEAR ENDED MARCH 31, 2005. No options or stock appreciation  rights
were granted in the fiscal year ended March 31, 2005.

     AGGREGATED  OPTION/SAR  EXERCISES  IN FISCAL  YEAR ENDED  MARCH 31,  2005 AND  FISCAL  YEAR-END
OPTION/SAR  VALUES.  The Company has a stock option plan originally  adopted by the  shareholders on
June 12, 1978, and revised and approved by the shareholders on June 13, 1983, September 21, 1987 and
August 28, 1992.  The Company  currently has one  outstanding  Stock Option  Agreement  entered into
pursuant to the Plan. The options granted  thereunder  expire on September 21, 2007. No options were
exercised  during fiscal year 2004. The following  table  presents the value of unexercised  options
held by Jack C. Brown at fiscal year end.  There are  currently no  outstanding  stock  appreciation
rights.

                                                                           Value of Unexercised in the
                                                Number of Options/SARs at  Money Options/SARs at Fiscal
                                                     Fiscal Year End                  Year End
                         (#)
                       Shares
                      Acquired         ($)          (#)          (#)           ($)          ($)
          Name       on Exercise Value Realized Exercisable Unexercisable  Exercisable Unexercisable
          ----       ----------- -------------- ----------- -------------  ----------- -------------
Joel M. Greenblatt        0             0            0             0            0             0
Daniel L. Nir             0             0            0             0            0             0
Edward B. Grier, III      0             0            0             0            0             0
Jack C. Brown             0             0       15,000             0         0(1)             0

(1) Based on the closing sale price of $1.80 on March 23, 2005,  the date closest to the fiscal year
end on which a trade occurred. The options have an exercise price of $3.00 per share.

LONG-TERM INCENTIVE PLANS - AWARDS IN FISCAL YEAR ENDED MARCH 31, 2005.  Not applicable.


                                                 -10-`

---

`COMPENSATION OF DIRECTORS. The By-laws of the Company provide for Directors to receive a fee of $100
for each  meeting of the Board of  Directors  which they attend plus  reimbursement  for  reasonable
travel expense. No fees were paid to Directors for meetings in fiscal year 2005.

     As  discussed  above,  during the fiscal year ended March 31,  2005,  the Company  paid Jack C.
Brown,  Secretary and a Director, a monthly fee of $500 for administrative  services that he renders
to the Company.

     Compensation  Committee  Interlock and Insider  Participation.  The Board of Directors does not
have any standing audit,  nominating or compensation  committees or any other committees  performing
similar functions.  Therefore,  there are no relationships or transactions  involving members of the
Compensation  Committee during the fiscal year ended March 31, 2005 required to be reported pursuant
to Item 402(j) of Regulation S-B.


ITEM 11 - SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT AND RELATED  STOCKHOLDER
          MATTERS.

The following table sets forth as of June 14, 2005 the beneficial  share ownership of all beneficial
owners of 5% or more of the  Company's  common stock,  all  directors and executive  officers of the
Company owning securities, and of all officers and directors as a group.

                                           AMOUNT AND
                                           NATURE OF
BENEFICIAL                                 BENEFICIAL                                     PERCENT
OWNER                                      OWNERSHIP                                      OF CLASS
----------                                 ----------                                     --------

The Windward Group, L.L.C.                   150,000 1                                     30.4%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753

Joel M. Greenblatt                           150,000 2                                     30.4%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753

Daniel L. Nir                                150,000 2                                     30.4%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753

Jack C. Brown                                  20,456 3                                     5.00%
320 N. Meridian St.
Suite 818
Indianapolis, IN 46204

Edward B. Grier III                                0                                        *
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753

All directors and
 officers as a group                         170,456                                       33.5%
(4 persons)

---------------------
*Less than 1%

                                                 -11-`

---

`(1) Includes 100,000 shares subject to a currently  exercisable Stock Warrant issued to the
Windward Group L.L.C.  pursuant to a Warrant Agreement dated September 24, 1986, and amended on July
6, 1992, August 28, 1992, September 15, 1997 and September 20, 2002.

         (2) Includes 100,000 shares subject to a currently  exercisable Stock Warrant issued to the
Windward Group L.L.C.  pursuant to a Warrant Agreement dated September 24, 1986, and amended on July
6, 1992,  August 28, 1992,  September 15, 1997 and September 20, 2002.  Ownership of Mr. Nir and Mr.
Greenblatt is indirect as a result of their  membership  interest in The Windward Group,  L.L.C. Mr.
Nir and Mr. Greenblatt disclaim individual beneficial ownership of any common stock of the Company.

         (3) Includes 15,000 shares subject to currently  exercisable  stock options granted on June
11, 1983, as amended, and expiring on September 21, 2007, with a per share exercise price of $3.00.

         No other person or group has reported  that it is the  beneficial  owner of more than 5% of
the outstanding common stock of the Company.

                  Securities Authorized for Issuance Under Equity Compensation Plan


                                                                                                   Number of securities
                                                                                      remaining available for
                               Number of Securities to be      Weighted-average        future issuance under
                                issued upon exercise of        exercise price of     equity compensation plans
                                  outstanding options,       outstanding options,      (excluding securities
                                  warrants and rights         warrants and rights    referenced in column (a))
             Plan Category                     (a)                     (b)                       (c)
             -------------                     ---                     ---                       ---
Equity compensation plans approved by
   security holders....................      15,000                   $3.00                       --
Equity compensation plans not approved
   by security holders.................          --                      --                       --


ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         On June 25,  2002,  the Company  entered  into a joint  venture  agreement  under which the
Company  provided  development  funding in an initial amount of $750,000 to a  newly-formed  private
limited liability company, T3 Therapeutics,  LLC (the "Development Company") in exchange for a 12.5%
ownership interest in the Development Company.  The agreement provided for a follow-on  contribution
of an  additional  $750,000  if certain  preliminary  FDA  testing  approvals  were  secured  with a
corresponding  increase in the Company 's ownership  stake to 25% of the  Development  Company.  The
Company  and the  Development  Company  have  mutually  agreed to cancel the  additional  investment
requirement of $750,000.  Edward B. Grier, Vice President and a Director of the Company,  has agreed
to serve as the Company's  representative to the Development Company and has authority to act on the
Company's behalf with respect to the business and affairs of the Development  Company. Mr. Grier has
been  granted  an  option  by the  Development  Company  to  purchase  up to 25 Class B Units of the
Development  Company at a price per unit of $6,000.  The strike  price of the option was  calculated
based on the  price per unit  paid by the  Company.  Due to the  nature  of the  investment  and the
uncertainties  inherent in the development and  commercialization  of the treatment protocols by the
Development  Company,  no meaningful value can be assigned to the option. The option was exercisable
upon grant and expires,  to the extent it has not been exercised or sooner  terminated,  on June 25,
2012. If Mr. Grier resigns voluntarily as the Company's  representative or is removed by the Company
from that position without cause, the option shall remain  exercisable for a period of one year from
the date of  resignation  or  removal,  and then  shall  terminate.  If Mr.  Grier  ceases to be the
Company's representative by reason of death or disability, the option shall remain exercisable for a
period of six months following his death or disability,  and then shall  terminate.  If Mr. Grier is
removed as representative  for cause, the option shall immediately  terminate.  In addition,  at the
time of the Company's  investment,  Mr. Grier purchased 25 Class A Units of the Development  Company
from existing unitholders for $150,000, or $6,000 per Class A Unit.


                                                 -12-`

---

`On September 20, 2002, the Stock Warrant held by Windward Group L.L.C.  for the purchase of
100,000  shares of common stock at $3.00 per share,  which was to expire on September 21, 2002,  was
extended  by the Board of  Directors  for an  additional  five  years,  such that it now  expires on
September 21, 2007. Mr. Nir and Mr. Greenblatt have membership  interests in the Windward Group, and
therefore may be deemed to beneficially own the shares  underlying the Stock Warrant.  However,  Mr.
Nir and Mr. Greenblatt disclaim individual  beneficial  ownership of the shares underlying the Stock
Warrant.


ITEM 13 - EXHIBITS.

          (3)     (i) Articles of Incorporation of The St. Lawrence Seaway Corporation,  as amended.
                  (Incorporated  by reference to Exhibit (C) (3) (i) to the Annual Report of The St.
                  Lawrence Seaway Corporation for the fiscal year ended March 31, 1991.)

                  (ii) By-Laws of The St. Lawrence Seaway Corporation  (Incorporated by reference to
                  Exhibit (C) (3) (ii) to the Annual Report of The St. Lawrence  Seaway  Corporation
                  on Form 10-K for the fiscal year ended March 31, 1987.)

          (10)    (i) Stock  Option  Agreements,  each dated  September  21,  1987,  between The St.
                  Lawrence  Seaway  Corporation  and each of Jack C. Brown,  Philip I.  Berman,  and
                  Albert Friedman.  (Incorporated by reference to Exhibit (C) (10) (i) to the Annual
                  Report of The St.  Lawrence  Seaway  Corporation  on Form 10K for the fiscal  year
                  ended March 31, 1988.)

                  (ii)  Agreement,  dated  July 31,  1986 by and  between  The St.  Lawrence  Seaway
                  Corporation and Bernard  Zimmerman & Company,  Inc.  (Incorporated by reference to
                  Exhibit  2 to the 10-Q of The St.  Lawrence  Seaway  Corporation  for the 6 months
                  ended June 30, 1986.)

                  (iii) St. Clair Farm  Property  Option and Sale  Agreement,  dated March 31, 1992.
                  (Incorporated  by reference to the Exhibit (C) (10) (iii) to the Annual  Report of
                  The St.  Lawrence  Seaway  Corporation on Form 10K for the fiscal year ended March
                  31, 1992.)

                  (iv)  Airport  Farm  Property  Option and Sale  Agreement,  dated March 25,  1993.
                  (Incorporated  by  reference to Form 10-K for the Fiscal Year ended March 31, 1993
                  ("the 1993 10-K").

                  (v)  Amendment No. 1 to Stock Option  Agreement  between The St.  Lawrence  Seaway
                  Corporation and Jack C. Brown dated August 28, 1992. (Incorporated by reference to
                  the 1993 10-K.))

                           (v)(a)  Amendment to Stock Option  Agreement  dated September 15, 1997 --
                           (Incorporated  by  reference to Form 10-K for the fiscal year ended March
                           31, 1998 (the "1998 10-K."))

                           (v)(b)  Amendment  to Stock Option  Agreement  dated  September  20, 2002
                           (Incorporated  by reference to Exhibit  10(v)(b) to the Form 10-K for the
                           fiscal year ended March 31, 2003).

                  (vi) Amendment No. 1 to Stock Option  Agreement  between The St.  Lawrence  Seaway
                  Corporation and Albert Friedman dated August 28, 1992.  (Incorporated by reference
                  to the 1993 10-K.)


                                                 -13-`

---

`(vii) Amendment No. 1 to the Warrant issued to Bernard  Zimmerman & Co. Inc. dated
                  August 28, 1992. (Incorporated by reference to the 1993 10-K).

                           (vii)(a)  Amendment  No.  2  to  Common  Stock  Purchase  Warrant,  dated
                           September 15, 1997 -- (Incorporated by reference to the 1998 10-K.)

                           (vii)(b)  Amendment  No.  3  to  Common  Stock  Purchase  Warrant,  dated
                           September 20, 2002.  (Incorporated by reference to Exhibit  10(vii)(b) to
                           the Form 10-K for the fiscal year ended March 31, 2003)

                  (viii) Stock  Option  Agreement,  dated  August 28, 1992 between The St.  Lawrence
                  Seaway Corporation and Wayne J. Zimmerman.  (Incorporated by reference to the 1993
                  10-K.)

                  (ix) Stock Sale Agreement,  dated June 24, 1993 between  Bernard  Zimmerman & Co.,
                  Inc. and Industrial  Development  Partners.  (Incorporated by reference to Exhibit
                  7(a) to Current Report on Form 8-K dated September 30, 1993).

                  (x) Assignment and Assumption  Agreement dated as of July 30, 1993.  (Incorporated
                  by  reference to Exhibit 7(b) to Current  Report on Form 8-K dated  September  30,
                  1993.)

                  (xi) Agreement dated as of January 24, 2002 by and between New York University and
                  St. Lawrence Seaway Corporation  (Incorporated by reference to Exhibit 10.1 to the
                  Current Report on Form 8-K filed February 8, 2002).

                  (xii) Limited  Liability  Agreement of T3  Therapeutics,  LLC dated as of June 25,
                  2002  (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K
                  filed June 27, 2002).

         (14) Code of Ethics (Incorporated by reference to Exhibit 14 to the 2004 10-K)

         (31.1) Certification by Principal Executive Officer Pursuant to Rule 13a-14(a)

         (31.2) Certification by Principal Financial Officer Pursuant to Rule 13a-14(a)

         (32.1) Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350

         (32.2) Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350


ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         The independent  auditor for the Company is the firm of Sallee & Company,  Inc.,  which has
been the accountants for the Company since its inception.

         The following aggregate fees were billed to the Company for professional  services rendered
by its independent auditor for the fiscal years ended March 31, 2005 and 2004:


                                                 -14-`

---

`2005          2004
                                                                                 ----          ----
Audit Fees:....................................................................$11,815       $18,221
Audit-Related Fees:............................................................ $2,015            --
Tax Fees:...................................................................... $2,755         4,615
All Other Fees:................................................................     --            --


         The Board of Directors,  acting as Audit Committee,  has not adopted pre-approval  policies
and procedures  with respect to services  provided by the independent  auditor,  as all services are
approved by the Board prior to the services being provided.


                                                 -15-`

---

`SIGNATURES


         In  accordance  with Section 13 or 15(d) of the Exchange  Act, the  registrant  caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.


                                                     THE ST. LAWRENCE SEAWAY CORPORATION



                                                     By: /s/ Daniel L. Nir
                                                        --------------------------------------------
                                                        Daniel L. Nir
                                                        President, Treasurer and Director

                                                     Date:  June 28, 2005



         In  accordance  with the Exchange  Act,  this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.


    SIGNATURES                           TITLE                                      DATE


/s/ Daniel L. Nir
-----------------------------            President, Treasurer                    June 28, 2005
Daniel L. Nir                            and Director
(Principal Financial
and Accounting Officer)


/s/ Joel M. Greenblatt
-----------------------------            Chairman of the Board,                  June 28, 2005
Joel M. Greenblatt                       and Director
(Principal Executive
Officer)


/s/ Jack C. Brown
-----------------------------            Secretary and Director                  June 28, 2005
Jack C. Brown


/s/ Edward B. Grier III
-----------------------------            Director                                June 28, 2005
Edward B. Grier III



                                                 -16-`

---

`SALLEE & COMPANY, INC.
CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
The St. Lawrence Seaway Corporation
Indianapolis, Indiana




                                   Report of Independent Auditors


We have audited the accompanying  balance sheets of The St. Lawrence Seaway  Corporation as of March
31, 2005 and 2004, and the related  statements of income,  shareholders  equity,  and cash flows for
each of the three years in the period  ended March 31,  2005.  These  financial  statements  are the
responsibility  of the Company's  management.  Our  responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards  generally accepted in the United States of
America.  Those standards require that we plan and perform the audit to obtain reasonable  assurance
about  whether  the  financial  statements  are free of  material  misstatement.  An audit  includes
examining,  on a test  basis,  evidence  supporting  the amounts and  disclosures  in the  financial
statements.  An audit  also  includes  assessing  the  accounting  principles  used and  significant
estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects,
the financial position of The St. Lawrence Seaway Corporation as of March 31, 2005 and 2004, and the
results of its  operations  and its cash flows for each of the three years in the period ended March
31, 2005 in  conformity  with  accounting  principles  generally  accepted  in the United  States of
America.



June 7, 2005


   /s/ Sallee & Company, Inc.
--------------------------------------------




        1509 J STREET, P.O. BOX 1148, BEDFORD, INDIANA 47421, 812-275-4444 (FAX) 812-275-3300

                                                 -17-`

---

`THE ST. LAWRENCE SEAWAY CORPORATION
                                           BALANCE SHEETS
                                       MARCH 31, 2005 AND 2004


                                                                 2005                    2004
                                                                 ----                    ----
ASSETS
Current assets:
     Cash and cash equivalents...........                   $ 176,873               $ 246,271
     Interest and other receivables......                          81                      31
                                                          -----------             -----------
         Total current assets............                     176,954                 246,302
     Other investments - Note 6..........                     750,000                 750,000
                                                          -----------             -----------
         Total assets...................                    $ 926,954               $ 996,302
                                                          ===========             ===========


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable & other...........                      $18,917                $ 17,574
         Total current liabilities......                       18,917                  17,574
                                                          -----------             -----------
Shareholders' equity:
     Common stock, par value $1
         4,000,000 authorized, 393,735
         issued and outstanding at the
         respective dates..............
                                                              393,735                 393,735
     Additional paid-in capital........                       377,252                 377,252
     Retained earnings.................                       137,050                 207,768
                                                          -----------             -----------
     Total shareholders' equity........                       908,037                 978,755
                                                          -----------             -----------
Total Liabilities and Shareholders'
     Equity............................                     $ 926,954               $ 996,302
                                                          ===========             ===========




             The accompanying notes are an integral part of these financial statements.



                                                 -18-`

---

`THE ST. LAWRENCE SEAWAY CORPORATION
                                        STATEMENTS OF INCOME
                              YEARS ENDED MARCH 31, 2005, 2004 AND 2003



                                                          YEARS ENDED MARCH 31,
                                                   2005                  2004                  2003
                                                   ----                  ----                  ----
Revenues:
     Interest and dividends..............       $ 2,138               $ 2,531               $ 9,205
                                             ----------            ----------            ----------
         Total revenues..................         2,138                 2,531                 9,205

Operating costs and expenses:
     Research Investment-NYU.............            --                    --                    --
     Consulting fees-Note 3..............         6,000                 6,000                17,000
     General and administrative
         expenses........................        66,856                95,055                99,543
                                             ----------            ----------            ----------
         Total operating expenses........        72,856               101,055               116,543
                                             ----------            ----------            ----------

Income (loss) before income taxes....           (70,718)              (98,524)             (107,338)
Income taxes/(tax benefit)...........                 0                   124                    --
                                             ----------            ----------            ----------
     Net income (loss).................       $ (70,718)            $ (98,648)           $ (107,338)
                                             ==========            ==========            ==========
Per Share Data:
Weighted average number of common
     shares outstanding................         393,735               393,735               393,735
                                             ==========            ==========            ==========
Basic earnings per common and common
   equivalent shares...................      $   (0.18)            $   (0.25)            $   (0.27)
                                             ==========            ==========            ==========



             The accompanying notes are an integral part of these financial statements.



                                                 -19-`

---

`THE ST. LAWRENCE SEAWAY CORPORATION
                                  STATEMENT OF SHAREHOLDERS' EQUITY
                              YEARS ENDED MARCH 31, 2005, 2004 AND 2003


                                                                           Accumulated
                                                                              Other
                                                                          Comprehensive     Retained
                                     Common Stock      Paid-in Capital         Income       Earnings
                                    ---------------   -----------------   ---------------   ---------
Balances at March 31, 2002..........   $393,735            $377,252              --           413,754
                                                                                            ---------
     Net loss for 2003..............                                                        (107,338)
                                                                                            ---------
Balances at March 31, 2003..........    393,735             377,252              --           306,416
                                                                                            ---------
     Net loss for 2004..............                                                         (98,648)
                                                                                            ---------
Balances at March 31, 2004..........    393,735             377,252              --           207,768
                                                                                            ---------
     Net loss for 2005..............                                                         (70,718)
                                                                                            ---------
Balances at March 31, 2005..........   $393,735            $377,252              --         $ 137,050
                                                                                            =========



             The accompanying notes are an integral part of these financial statements.






                                                 -20-`

---

`THE ST. LAWRENCE SEAWAY CORPORATION
                                       STATEMENTS OF CASH FLOW
                              YEARS ENDED MARCH 31, 2005, 2004 AND 2003



                                                               YEARS ENDED MARCH 31,
                                                        2005                   2004                   2003
                                                        ----                   ----                   ----
Cash flows from operating activities:
     Net income (loss)...................          $(70,718)              $(98,648)             $(107,338)
     Adjustments to reconcile net
        income to net cash from
        operating activities:
        (Increase) decrease in current
           assets:
        Other receivables................                50                     93                 40,673
        Prepaid items....................                --                     --                     --
        (Decrease) increase in current
           liabilities:
        Accounts payable and other.......              1,270                (9,928)               (12,998)
        Other liabilities................                (0)              (100,000)                    --
                                                 ----------             ----------             ----------
Net cash from operating activities......            (69,398)              (208,483)               (79,663)

Cash flows from investing activities:
     Research investment.............                    --                     --               (750,000)
                                                 ----------             ----------             ----------
         Net cash from investing
           activities..................                  --                     --               (750,000)

Cash flows from financing activities:
     Research investment funding.......                  --                     --                (75,000)
                                                 ----------             ----------             ----------
         Net cash from financing
           activities..................                  --                     --                (75,000)
     Net decrease in cash and cash
       equivalents.....................             (69,398)              (208,483)              (904,663)


Cash and cash equivalents, beginning...             246,271                454,754              1,359,417
                                                 ----------             ----------             ----------
Cash and cash equivalents, ending......           $ 176,873              $ 246,271              $ 454,754
                                                 ==========             ==========             ==========

Supplemental disclosures of cash flow information:
     Cash paid for income taxes........                $ --                 $  124                  $ 449

     Cash paid for interest expenses...                  --                     --                     --






             The accompanying notes are an integral part of these financial statements.








                                                 -21-`

---

`THE ST. LAWRENCE SEAWAY CORPORATION




NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant  accompanying  policies observed in the preparation of
the financial statements for The St. Lawrence Seaway Corporation (the "Company").

BASIS OF PRESENTATION:

The accounts are  maintained  on the accrual  method of  accounting  in  accordance  with  generally
accepted  accounting  principles for financial  statement  purposes.  Under this method,  revenue is
recognized when earned and expenses are recognized when incurred.

EARNINGS PER SHARE:

Basic and diluted  earnings  per share is  calculated  in  accordance  with FASB  Statement  No. 128
"Earnings Per Share" ("SFAS 128").  In accordance  with the  provisions  for this  statement,  basic
earnings per share is computed  based on the weighted  average  number of common shares  outstanding
during the period and excludes any potential dilution. Diluted earnings per share reflects potential
dilution from the exercise of options or warrants into common shares. Due to the antidilutive nature
of the Company's current stock option and warrant issued, no diluted earnings per share is presented
in these financial  statements.  The adoption of this statement had no effect on previously reported
earnings per share data.

INCOME TAXES:

Income  taxes are  provided  for using the  liability  method,  under which  deferred tax assets and
liabilities  are recorded  based on  differences  between the financial  accounting and tax bases of
assets and  liabilities.  Deferred tax assets and  liabilities  are measured  based on the currently
enacted tax rate  expected to apply to taxable  income in the period in which the deferred tax asset
or liability is expected to be settled or realized. No material deferred tax benefits or liabilities
exist as of the dates of the balance sheets.

RECLASSIFICATION:

The 2004 and 2003 financial  statements have been reclassified,  where necessary,  to conform to the
presentation of the 2005 financial statements.

CASH FLOWS:

For purposes of reporting cash flows,  cash and cash equivalents  include all cash in banks and cash
accumulation funds.

DEPRECIATION:

Property  and  equipment,  consisting  of  small  office  equipment,  has  been  fully  depreciated.
Depreciation  was computed using the  straight-line  method over a five-year  estimated useful life.
Expenditures  for  maintenance  and repairs that do not extend useful lives are charged to income as
incurred.

USE OF ESTIMATES:

The preparation of financial statements in accordance with generally accepted accounting  principles
requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities  and  disclosure  of  contingent  assets and  liabilities  at the date of the  financial
statements and the reported  amounts of revenues and expenses  during the reporting  period.  Actual
results could differ from those estimates.


                                                 -22-`

---

`THE ST. LAWRENCE SEAWAY CORPORATION



RESTATEMENT:

The Company  restated its financial  statements for the year ended March 31, 2003, and for the first
three quarters of fiscal 2004, as it has determined that the Research Funding Agreement with the New
York University School of Medicine,  originally accounted for as an investment, should be treated as
research and  development  costs and expensed  accordingly,  pursuant to paragraph 12 of SFAS No. 2,
"Accounting for Research and Development Costs."


NOTE 2. SHAREHOLDERS' EQUITY

The Company has a common stock  warrant  outstanding  for the  purchase of 100,000  shares of common
stock at $3.00 per share.  The  warrant was  originally  issued in  connection  with the sale by the
Company of 50,000 shares of common stock during 1986 to Bernard Zimmerman & Co. Inc. The warrant and
common  stock were  subsequently  sold and  transferred  to The  Windward  Group,  L.L.C.  (formerly
Industrial  Development  Partners),  pursuant to an agreement  dated September 30, 1993. The warrant
expires on September 21, 2007.

The Company has a stock option plan  originally  adopted by the  shareholders  on June 12, 1978, and
revised and approved by the  shareholders on June 13, 1983,  September 21, 1987 and August 28, 1992.
The Company  currently has one outstanding Stock Option Agreement entered into pursuant to the Plan.
On September 20, 2002, the options originally granted to Jack C. Brown on June 18, 1983 were amended
by extending the  expiration  date thereof from September 21, 2002 to September 21, 2007. No options
were granted in the fiscal years ended March 31, 2005 and 2004.  The  following  table  presents the
value of  unexercised  options  held by Jack C. Brown at fiscal  year end.  There are  currently  no
outstanding stock appreciation rights.

                                                                           Value of Unexercised in the
                                              Number of Options/SARs at   Money Options/SARs at Fiscal
                                                   Fiscal Year End                  Year End
                   (#)
                 Shares
                Acquired          ($)           (#)            (#)            ($)           ($)
     Name      on Exercise  Value Realized  Exercisable   Unexercisable   Exercisable  Unexercisable
     ----      -----------  --------------  -----------   -------------   -----------  -------------
Jack C. Brown       0              0           15,000           0             0(1)           0


(1) Based on the closing sale price of $1.80 on March 23, 2005,  the date closest to the fiscal year
end on which a trade occurred. The options have an exercise price of $3.00 per share.

The Company has  4,000,000  authorized  $1 par value common  shares.  As of March 31, 2005 and 2004,
there were 393,735 common shares issued and outstanding.




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`THE ST. LAWRENCE SEAWAY CORPORATION



NOTE 3. RELATED PARTIES

During the fiscal years ending  March 31,  2005,  2004 and 2003,  the Company paid to Jack C. Brown,
Secretary  and a Director,  an annual  administrative  fee of $6,000,  which was paid monthly in the
amount of $500.

NOTE 4. INCOME TAXES

At March 31, 2005, the Company had approximately $570,000 in loss carryforwards.  If not used, these
carryforwards  will begin to expire in 2012. No tax benefits have been recognized in these financial
statements.  Provisions for any deferred  federal and state tax  liabilities are immaterial to these
financial statements.

NOTE 5.  RESEARCH INVESTMENTS

The Company entered into a Research Funding  Agreement with New York University  School of Medicine,
New York, New York, under which the Company provided funding for the further  development of certain
NYU  medical  discoveries  and  technology,  in return for which the  Company is entitled to receive
license fees from the future  commercial  uses of such  discoveries.  Such  technology is subject to
pending NYU patent applications and generally relates to treatment of certain prostate  enlargements
and prostate cancers.  Under the Research Funding Agreement,  the Company agreed to provide research
funding of  $25,000  for each of eight  calendar  quarters,  in  exchange  for which the  Company is
entitled  to  receive  1.5%  of  future   license   revenues   from  the  sale,   license  or  other
commercialization of the patents. The first payment was made in connection with the execution of the
Research Funding  Agreement in January 2002. The Company had the option to provide  additional funds
for up to three  additional  years of  development,  in exchange  for which the  Company's  share of
license revenue from the patents would increase to a maximum of 3.75%.  The Company did not exercise
this option.  Development and  commercialization of the patents is highly speculative and subject to
numerous scientific,  financial, practical and commercial uncertainties.  There can be no assurances
that the Company will receive any license revenues as a result of its investment.

The Company  entered into a joint venture  agreement as of June 25, 2002 under which it has provided
development funding to a newly-formed  private limited liability company, T3 Therapeutics,  LLC (the
"Development  Company"),  for specified  drug  treatment  protocols  for thyroid and  cardiovascular
disease, in exchange for an equity interest in the Development Company. Such treatments are in early
stage  development and involve the use of novel  formulations  of hormones,  delivered in controlled
release  formulations.  Funding  provided by the Company is being used for the purpose of  financing
development of new  formulations of such hormones,  and to conduct animal and human clinical trials.
Research has been initiated by the  Development  Company,  which has been founded by physicians at a
major metropolitan New York City area hospital. Under the agreement,  the Company acquired,  subject
to  adjustment,  a 12.5%  ownership  stake in the  Development  Company,  in exchange for  providing
development  funding of $750,000,  for use over an  approximately  two-year  period.  The  agreement
provided for a follow-on  investment of an additional  $750,000 if certain  preliminary  FDA testing
approvals were secured, with a corresponding increase in the Company's ownership stake to 25% of the
Development  Company.  The Company and the  Development  Company have mutually  agreed to cancel the
additional investment  requirement of $750,000. If the product is licensed by Development Company to
a pharmaceutical  partner,  the Company is entitled to a portion of Development  Company's resulting
royalties and progress payments. The amount of ownership to be received by the Company is subject to
adjustment,  based upon (i) ownership and license  arrangements  that the Development  Company makes
with laboratories that provide research and formulation expertise and products,  (ii) development or
licensing  transactions  or (iii) other sources of  financing.  The Company  loaned the  Development
Company  $40,000 in connection with entering into the letter of intent relating to the joint venture
agreement;  the $40,000 note was cancelled and was credited  toward the Company's  initial  $750,000
contribution. Development and commercialization of the treatment protocols is highly speculative and
subject to numerous scientific, practical, financial and commercial uncertainties.



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