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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2000
                                       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
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Indiana                                   35-1038443
           ---------                                 ------------
(State or other jurisdiction             (I.R.S. Employer Identification Number)
of corporation or organization)

    320 N. Meridian St., Suite 818                                46204
        Indianapolis, Indiana                                    -------
   --------------------------------                             (Zip Code)
(Address of principal executive offices)

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

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                                            NAME OF EXCHANGE ON
     TITLE OF EACH CLASS                                     WHICH REGISTERED
Common Stock, par value $1.00 per share                            None

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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-K or any amendment to this
Form 10-K. Yes [X] No [ ]

The  aggregate  market  value of  Common  stock  held by  non-affiliates  of the
registrant as of June 15, 2000 was approximately $718,843.

The number of shares of Common Stock of the  registrant  outstanding  as of June
15, 2000 was 393,735.

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<PAGE>

                       THE ST. LAWRENCE SEAWAY CORPORATION

                                     PART I

ITEM 1 - BUSINESS


    RECENT DEVELOPMENTS

    On February 23,  2000,  The St.  Lawrence  Seaway  Corporation  (herein "St.
Lawrence"  or the  "Company")  conducted a real estate  auction and entered into
definitive  purchase and sale agreements with seven  non-affiliated,  individual
purchasers  for the sale of all of the  Company's  remaining  agricultural  real
estate in Northern Indiana. The real estate was sold at auction for an aggregate
gross sales price of $567,500.  At closing, an aggregate $13,225 price reduction
was made due to acreage corrections  revealed by the survey delivered at closing
and due to deletion from the sale property of an electrical substation not owned
by the Company . All sales were closed as of June 14, 2000,  and net proceeds of
$506,510 were delivered to the Company as of that date.

    The Company had devoted the Northern Indiana property to farming  activities
under a cash lease method.  The property was leased to farmers who were directly
responsible  for the  operation  thereof  and who paid the  Company a rental fee
covering  a  ten-month  period of use of the  property.  The  Company  generally
received such rental payments at the beginning of a planting season. The Company
was  responsible  for real estate taxes,  insurance,  and minor  expenses.  As a
result of the sale of the property and termination of the farm tenant agreements
prior to the calendar  year 2000 planting  season,  the Company will not realize
any farm rental  income in the fiscal year ending  March 31,  2001.  Farm rental
income for the fiscal  year  covered by this 10-K  report was not  significantly
affected.


    DESCRIPTION OF  CURRENT BUSINESS

    With the sale of the  Schleman  Farm,  the  Company  is no  longer  actively
engaged in an operating business. The Company is currently engaged in evaluating
alternatives  that  may be in  the  best  interest  of  shareholders,  including
continuing its evaluating of operating  businesses  for  acquisition,  merger or
investment,  commencement of a new operating business, or distribution of all or
part of its capital to shareholders.  Pending any such transaction,  the Company
will continue its practice of maintaining  its 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.

    OTHER ACTIVITIES DURING FISCAL YEAR 2000

    During the fiscal  year ended March 31,  2000,  St.  Lawrence  was still the
record  owner of one parcel of  agricultural  real  estate in  Northern  Indiana
comprising  approximately 195 acres.  This real estate,  known as Schleman Farm,
was  primarily  devoted to  farming  activities  under the cash lease  method of
operation.  The cash  lease  method of  operation  involves  the  leasing of the
property to farmers who are directly  responsible  for the operation of the Farm
and who paid St.  Lawrence a rental fee covering a ten-month  period for the use
of the  property  for farming and related  activities.  St.  Lawrence  generally
received these rental payments at one time or in semi-annual installments.  Real
estate  taxes  and  other  minor   expenses,   such  as   insurance,   were  the
responsibility of St. Lawrence in some instances.

    St. Lawrence  engaged the services of a farm management  company,  Halderman
Farm  Management  Service,  Inc., of Wabash,  Indiana  ("Halderman").  Under the
current contract,  Halderman managed, and was responsible for the negotiation of
all  leases,  tenant  contracts,  and  general  operations  and  programs of the
Schleman Farm.  Halderman was compensated on a quarterly  per-acre fee basis. It
had managed the current and former farm  properties of the Company for more than
ten years.

    Halderman  assisted the Company  with the auction of the  Schleman  Farm and
received a 5% commission on the sale  thereof,  as well as a co-broker's  fee on
the sale of one parcel.  Advertising  expenses for the auction paid by Halderman
were  reimbursed  thereto by the  Company  from the  proceeds of the sale of the
property.

                                       2
<PAGE>

     DISTRIBUTION OF SHARES OF PARAGON ACQUISITION COMPANY, INC.

     On March 19,  1997,  the  Board of  Directors  of the  Company  declared  a
dividend  distribution  of 514,191  shares of common stock,  $.01 par value (the
"Shares")  of  Paragon  Acquisition  Company,  Inc.  ("Paragon"),   and  514,191
non-transferable   rights  (the  "Subscription   Right")  to  purchase  two  (2)
additional Shares of Paragon.  Paragon's  business purpose is to seek to acquire
or  merge  with  an  operating   business,   and  thereafter  to  operate  as  a
publicly-traded  company.  Neither St. Lawrence nor Paragon received any cash or
other proceeds from the distribution, and St. Lawrence stockholders did not make
any payment  for the share and  subscription  rights.  The  distribution  to St.
Lawrence  stockholders was made by St. Lawrence for the purpose of providing St.
Lawrence   stockholders   with  an  equity  interest  in  Paragon  without  such
stockholders  being required to contribute any cash or other capital in exchange
for such equity interest.

Paragon is an independent publicly-owned  corporation.  However, because Paragon
does  not  have a  specific  operating  business  in  accordance  with  Rule 419
promulgated  under the Securities Act of 1933, as amended (the "Securities Act")
the  shares,  subscription  rights,  and any shares  issuable  upon  exercise of
subscription  rights, are held in escrow and are  non-transferable by the holder
thereof.  There is no current  public  trading market for the shares and none is
expected  to develop,  if at all,  until  after the  consummation  of a business
combination and the release of shares from escrow. In addition,  even if Paragon
were to acquire an operating business it is expected that no distribution of the
shares may be made until a new  Registration  Statement under the Securities Act
is filed and declared  effective.  The Company is not aware of any current plans
by Paragon to  acquire an  operating  business,  is not  involved  in  Paragon's
operations or filings,  and has provided the preceding  information solely based
on information made know to it by representatives of Paragon.


    FINANCING ARRANGEMENTS

    The  Company's  real  estate  is  unencumbered.   Furthermore,  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.  St.  Lawrence  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 St.  Lawrence is not  currently  dependent  upon any patent,
trademark, franchise or license.

    GOVERNMENTAL REGULATION

    St. Lawrence believes it is in compliance with all federal,  state and local
regulations including all applicable environmental matters.

                                      3
<PAGE>

    SEASONALITY

    Although farm operations are generally  conducted  during the summer months,
St. Lawrence received the majority of its rental and other payments based upon a
definitive  schedule and therefore seasonal or weather factors generally did not
have an effect on the revenues of the Company.

    EMPLOYEES

    The Company has no employees at this time.  Mr. Jack C. Brown,  Secretary of
St. Lawrence 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. 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 - PROPERTIES

    At March 31, 2000, the Company owned one parcel of agricultural  real estate
in  Porter  County,  Indiana  comprising  approximately  195  acres and known as
Schleman  Farm.  As  discussed  above,  this  parcel was  auctioned  for sale on
February 23, 2000 and finally  sold as of June 14,  2000.  Only a portion of the
property  was  suitable  for farming  purposes.  The balance was wooded and from
time-to-time was suitable to some extent for timber  harvesting  operations.  In
the past, St. Lawrence had harvested excess timber from its various  properties.
Such  timber  harvesting  occurred  at  intermittent  times  and  there  were no
assurances that there would be timber activities at Schleman Farm in the future.

ITEM 3 - LEGAL PROCEEDINGS

    St. Lawrence is not a party to nor is any of its property the subject of any
material legal proceedings.

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

    Not applicable.


                                       4
<PAGE>

                                     PART II

ITEM 5 - MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

    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 closing price for each
quarterly period during the fiscal years 2000 and 1999, as reported by Bloomberg
and the  National  Quotation  Bureau,  Inc.  from  the pink  sheets  and the OTC
Bulletin Board.  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
     -----------              -------               ----                ---
         2000                  First               $2.375              $1.9375
                               Second              $2.00               $1.875
                               Third               $2.75               $2.00
                               Fourth              $2.75               $2.50
         1999                  First               $2.875              $2.75
                               Second              $2.75               $2.375
                               Third               $2.50               $2.25
                               Fourth              $2.50               $1.875

    DIVIDENDS

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

                                       5
<PAGE>

   NUMBER OF STOCKHOLDERS

      As of June 15, 2000, there were  approximately  1,263 holders of record of
the Company's Common Stock.

ITEM 6 - SELECTED FINANCIAL DATA

                             SELECTED FINANCIAL DATA
                              YEARS ENDED MARCH 31,

The following table sets forth selected  financial  information  with respect to
the Company for the five fiscal years ended March 31, 2000. Certain  information
with  respect to the fiscal  years ended March 31, 1996 has been  restated.  All
information  set forth in the following  table should be read in connection with
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" and in conjunction with the Company's audited  Financial  Statements
and Notes thereto appearing elsewhere in this Report.

                             2000        1999        1998       1997       1996
                             ----        ----        ----       ----       ----

REVENUES:
Interest & Dividends        49,244      51,069      56,704     54,545     59,858
Farm Rentals & Sales         8,208       9,120       9,120      9,120      9,120
Gain on Sale of Farm
   Properties, net               0*          0           0          0          0

Other                            0           0           0          0          0
                            ------      ------      ------    -------    -------
Total                       57,452      60,189      65,824     63,665     68,978
                            ------      ------      ------    -------    -------

COSTS & EXPENSES:
----------------

Farm Related                   833       1,613       1,734      2,056      1,243
General and                 88,034     102,102     112,092    105,220    141,748
  Administrative
Consulting                   6,000       6,000       6,000      6,000     44,400
Depreciation                 1,111       1,568       1,568      1,568      1,438
                             -----     -------     -------    -------    -------
Total                       95,978     111,283     121,394    114,844    188,829


*Approximate Net Gain on Sale of Schleman Farm (which was consummated subsequent
to fiscal year end) is $387,597.

                                       6
<PAGE>
<TABLE>
<CAPTION>
                              2000           1999           1998           1997           1996
                              ----           ----           ----           ----           ----
<S>                        <C>            <C>            <C>            <C>           <C>
Income (Loss) Before
     Income Taxes           (38,526)       (51,094)       (55,570)       (51,179)      (119,851)
Income Tax
     Expense (Benefit)          573            690            787            965            735
                                ---            ---            ---            ---            ---
     Net Income (Loss)      (39,099)       (51,784)       (56,357)       (52,144)      (120,586)
Income (Loss) per
     Common Share             (0.10)         (0.13)         (0.14)         (0.13)         (0.31)
                              ------         ------         ------         ------         ------
Weighted Average Number
   of Common Shares
   Outstanding              393,735        393,735        393,735        393,735        393,735


                              2000           1999           1998           1997           1996
                              ----           ----           ----           ----           ----
BALANCE SHEET DATA:

Total Assets              1,123,040      1,165,360      1,231,852      1,293,467      1,370,874
Total Liabilities            18,785         22,006         36,714         41,972         62,094
Shareholders' Equity      1,104,255      1,143,354      1,195,138      1,251,495      1,308,780

</TABLE>


                                       7
<PAGE>

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


    RESULTS OF OPERATIONS

      YEAR ENDED MARCH 31, 2000, AS COMPARED TO YEAR ENDED MARCH 31, 1999.

    Interest  and dividend  income  decreased to $49,244 in the year ended March
31, 2000,  from $51,069 in the previous  year. The decrease is a result of lower
interest rates  received and fewer dollars  invested in the year ended March 31,
2000.

    Farm rental revenues  decreased to $8,208 in the fiscal year ended March 31,
2000,  from  $9,120 in the  previous  year.  The  decrease  is due solely to the
termination  during the fiscal year of the existing  farm tenant  agreement as a
result of the sale of the Schleman Farm.


    General and  administrative  expenses decreased to $88,034 in the year ended
March 31, 2000 from $102,102 in the year ended March 31, 1999 principally due to
reduced employee  compensation and reduced legal and other professional expenses
currently  recognized in the Company's Statement of Income as of March 31, 2000.
The following table summarizes the significant components of these expenses, and
presents a comparison of such  components for the years ended March 31, 2000 and
March 31, 1999:


                                                       YEAR ENDED MARCH 31,

                                                     2000                  1999
                                                     ----                  ----

Executive Compensation, Management Fees            $20,762               $27,926
    Salaries and  Employee Benefits
Office Rent and Operations                          16,665                16,224
Stock Services, Proxy, Annual Meeting and           17,609                13,645
    SEC Report Compliance
Professional Fees (accounting & legal)              37,866                45,576
Payroll, excise and other taxes                      1,132                 3,165



    The Company had a loss of $38,526  before  taxes in the year ended March 31,
2000, as compared to a loss of $51,784  before taxes in the year ended March 31,
1999.

    The income tax paid in the current year was $573.  An income tax of $690 was
paid in the year ended March 31, 1999.


                                       8
<PAGE>

    RESULTS OF OPERATIONS

      YEAR ENDED MARCH 31, 1999, AS COMPARED TO YEAR ENDED MARCH 31, 1998.

    Interest  and dividend  income  decreased to $51,069 in the year ended March
31, 1999,  from $56,704 in the previous year  primarily due to a decrease in the
cash balances invested.

    Farm rental  revenues of $9,120 were comparable in the years ended March 31,
1999,  and 1998.  The Company has  discussed  with local real estate  agents the
possibility of instituting a rent increase at Schleman Farm. Based on the market
rents  currently  being  obtained in Northern  Indiana,  a rent  increase is not
feasible at this time.

    General and administrative  expenses decreased to $102,102 in the year ended
March 31, 1999 from $112,092 in the year ended March 31, 1998 principally due to
decreases  in  professional  fees paid to the  Company's  accountants  and legal
counsel,  and  decreases  in employee  salaries  and stock  transfer  and annual
meeting expenses, all as illustrated by the following comparison table:


                                                       YEAR ENDED MARCH 31,

                                                      1999              1998
                                                      ----              ----
Executive Compensation, Management Fees,
    Salaries and Employee Benefits                  $27,926           $33,128
Office Rent and Operations                           16,224            14,650
Stock Services, Proxy, Annual Meeting and
    SEC Report Compliance             13,645         18,114
Professional Fees (accounting & legal)               45,576            49,496
Payroll, excise and other taxes                       3,175             2,654


    The Company had a loss of $51,094  before  taxes in the year ended March 31,
1999, as compared to a loss of $55,570  before taxes in the year ended March 31,
1998.

    The income tax paid in the current year was $690.  An income tax of $787 was
paid in the year ended March 31, 1998.


                                       9
<PAGE>

      YEAR ENDED MARCH 31, 1998, AS COMPARED TO YEAR ENDED MARCH 31, 1997.

    Interest  and dividend  income  increased to $56,704 in the year ended March
31, 1998,  from $54,545 in the previous year primarily due to stable or slightly
increased interest rates.

    Farm rental  revenues of $9,120 were comparable in the years ended March 31,
1998,  and 1997.  The Company has  discussed  with local real estate  agents the
possibility of instituting a rent increase at Schleman Farm. Based on the market
rents  currently  being  obtained in Northern  Indiana,  a rent  increase is not
feasible at this time.

    General and administrative  expenses increased to $112,092 in the year ended
March 31, 1998 from $105,220 in the year ended March 31, 1997 principally due to
an increase in office rent, an increase in professional fees associated with the
Company's recent response to certain shareholder and SEC informational inquiries
regarding  the Company's  10-K for the fiscal year ended March 31, 1997,  and an
increase in personnel costs  associated with a small salary increase and partial
reimbursement  of health  insurance  for the  Company's  sole  employee,  all as
illustrated by the following comparison table:


                                                       YEAR ENDED MARCH 31,

                                                       1998               1997
                                                       ----               ----
Executive Compensation, Salaries and
   Employee Benefits                                  $33,128           $31,478
Office Rent and Operations                             14,650            11,382
Stock Services, Proxy, Annual Meeting and
    SEC Report Compliance                              18,114            19,595
Professional Fees (accounting & legal)                 49,496            44,362
Payroll, excise and other taxes                         2,654             3,711


    The Company had a loss of $55,570  before  taxes in the year ended March 31,
1998, as compared to a loss of $51,179  before taxes in the year ended March 31,
1997.

    The income tax paid in the current year was $787.  An income tax of $965 was
paid in the year ended March 31, 1997.


                                       10
<PAGE>

    LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 2000, the Company had net working capital of $985,342, the
major  portion of which was in cash and money  market  funds.  St.  Lawrence 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,  St. Lawrence 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.

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

    YEAR 2000

         Through June 15, 2000, the Company had not experienced any difficulties
with its management and information systems in connection with the turnover from
1999 to 2000. In addition,  no Y2K problems have been experienced by the Company
directly  or  indirectly  with  respect to its  significant  service  providers;
including the Company's Farm Management Company,  stock transfer agent, landlord
and certified public accountants.

    OUTLOOK

     This Form 10-K contains  statements which are not historical facts, but are
forward-looking  statements  which  are  subject  to  risks,  uncertainties  and
unforseen  factors that could affect the  Company's  ability to  accomplish  its
strategic  objectives with respect to  acquisitions  and developing new business
opportunities, as well as its operations and actual results. All forward-looking
statements contained herein,  reflect Management's  analysis only as of the date
of the filing of this  Report.  Except as may be  required  by law,  the Company
undertakes no obligation to publicly revise these forward-looking  statements to
reflect events or circumstances that arise after the date hereof. In addition to
the disclosures  contained  herein,  readers should  carefully  review risks and
uncertainties  contained in other documents which the Company files from time to
time with the Securities and Exchange Commission.


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Annexed hereto starting on Page 21.

ITEM 9 - CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

Not applicable.


                                       11
<PAGE>

                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    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,  2000,  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.

                                               Business
                                               Experience
Directors/Position             Director        During Last             Other
In Company           Age       Since           Five Years          Directorships
---------------      ---       ----------      ----------          -------------
Jack C. Brown          81          1959      Attorney at Law                None
Secretary                                    Indianapolis,
                                             Indiana
                                             since 1945.

Joel M. Greenblatt     42           1993     Managing Partner               None
Chairman of the                              of Gotham
Board                                        Capital III L.P.
                                             ("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          39           1993     Manager of Gracie Capital,     None
President and                                L.P. since December, 1998,
Treasurer                                    Manager of Sargeant Capital
                                             Ventures, LLC
                                             since December, 1997;
                                             Managing Partner of
                                             Gotham Capital III, L.P.,
                                             prior thereto.


                                   12
<PAGE>


Edward B. Grier        42      1993      Partner of Gracie Capital, L.P.    None
Vice President                           since December, 1998; Vice
                                         President of Gotham Capital
                                         from 1991-1994 and a
                                         limited  partner of Gotham
                                         from January 1, 1995
                                         through  December 31, 1998.
                                         Mr. Grier was Vice
                                         President of Smith New
                                         Court, a merger and
                                         restructuring advisory firm
                                         from  1990-91, a research
                                         associate with Paine
                                         Webber, Inc. from 1987-90,
                                         and  a senior financial
                                         analyst with Transworld
                                         Corporation from 1985-87.

    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.

    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,  2000 and Forms 5 and
amendments  thereto  furnished  to the Company  with  respect to the fiscal year
ended March 31, 2000, 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  years ended
March 31, 2000 and March 31, 1999.

ITEM 11 - 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, 2000,  March 31, 1999,  and
March 31, 1998.

    During the fiscal years ended March 31, 1995 and March 31, 1996, pursuant to
an Agreement  dated as of September  30, 1993 between  Bernard  Zimmerman & Co.,
Inc. and the  Windward  Group,  L.L.C.,  principal  stockholder  of the Company,
Bernard  Zimmerman & Co. was paid an aggregate $36,000 for services provided for
the benefit of the Company.  All such payments were made by the Windward  Group,
L.L.C.  on behalf of the  Company.  They were  recognized  as an  expense by the
Company and treated as a contribution of capital by Windward to the Company.  No
such payments  were made during the fiscal year ended March 31, 1998,  March 31,
1999 or March 31, 2000.

    During each of the three fiscal  years ended March 31, 1998,  March 31, 1999
and March 31, 2000, 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.


                                   13
<PAGE>

    SUMMARY COMPENSATION TABLE

    As permitted by Item 402 of Regulation S-K, the Summary  Compensation  Table
has been intentionally  omitted as there was no compensation  awarded to, earned
by or paid to the Named  Executives  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 a Named  Executive were entered into for any fiscal
year covered thereby.

    OPTION/SAR GRANTS IN FISCAL YEAR ENDED MARCH 31, 2000

    No options or Stock  appreciation  rights  were  granted in the fiscal  year
ended March 31, 2000.

    AGGREGATED  OPTION/SAR  EXERCISES  IN FISCAL  YEAR ENDED  MARCH 31, 2000 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  expires on September 21, 2002. The following table
summarizes  options  exercised during fiscal year 2000 and presents the value of
unexercised  options held by the Named  Executives at fiscal year end. There are
currently no outstanding stock appreciation rights.

<TABLE>
<CAPTION>
                                                                                        Value of Unexercised
                                                      Number of Unexercised                 In-The Money
                       Shares                             Options/SAR's                     Options/SAR's
                       Acquired       Value           At Fiscal Year-End                At Fiscal Year-End
                       On Exercise    Realized        (#)              (#)              ($)        ($)
Name                       #           ($)         Exercisable  Unexercisable      Exercisable  Unexercisable
----                   --------------------       ------------  -------------      -----------  -------------
<S>                      <C>           <C>          <C>              <C>              <C>          <C>
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                45,000       0

</TABLE>

    LONG-TERM INCENTIVE PLANS - AWARDS IN FISCAL YEAR ENDED MARCH 31, 2000

Not applicable.

    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. The Company paid $100 to Jack Brown for attendance at
the annual  meeting of  Stockholders.  No other fees were paid to Directors  for
meetings in fiscal year 2000.

As discussed  above,  during the fiscal year ended March 31,  2000,  the Company
paid  Jack C.  Brown,  Secretary  and a  Director,  a  monthly  fee of $500  for
administrative services that he renders to the Company.


                                       14
<PAGE>

    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, 2000 required to
be reported pursuant to Item 402(j) of Regulation S-K.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth as of June  15,  2000  the  beneficial  share
ownership of all  beneficial  owners of 5% or more of the Company's  securities,
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)                            29.5%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753

Joel M. Greenblatt                  150,000(2)                            29.5%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753

Daniel L. Nir                       150,000(2)                            29.5%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753

Jack C. Brown                        20,456(3)                             4.02%
320 N. Meridian St.
Suite 818
Indianapolis, IN 46204

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


[FN]
    (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 and September
15, 1997.

    (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 and September
15,  1997.  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, 2002, with a
per share exercise price of $3.00.
</FN>


                                       15
<PAGE>
                                        Amount and
                                        Nature of
Beneficial                              Beneficial                     Percent
Owner                                   Ownership                      of Class
----------                              ----------                    ----------
All directors and
 officers as a group                     170,456                          33.5%
(4 persons)

Kevin J. and Dianne M. Bay                20,500(4)                        5.2%
W288 S290 Elmhurst Drive
Waukesha, WI 53188

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


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.











[FN]
---------------------
    (4)Kevin J. Bay and Dianne M. Bay are husband and wife.  The Bays own 18,000
shares of Common Stock of the Company, in a joint account.  Each of Mr. and Mrs.
Bay  also own 600 and  1,900  additional  shares,  respectively,  in  individual
accounts,  as reported  in a Schedule  13D filed with the SEC and the Company on
January 19, 2000.
</FN>

                                       16
<PAGE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not applicable.



                                     PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a) Financial Statements:                                               Page No.


    Independent Auditor's Report                                           20
    Balance Sheets                                                         21
    Statements of Income                                                   22
    Statement of Shareholders' Equity                                      23
    Statements of Cash Flow                                                24

    Notes to Financial Statements                                          25-28

    Financial Schedules:

    X -        Supplementary Income Statement                              29
               Information

Schedules other than those listed above are omitted for the reason that they are
not  required or not  appropriate  or the required  information  is shown in the
financial statements or notes thereto.

(b) Reports on Form 8-K

          A Form 8-K was filed by the Company on March 6, 2000,  with respect to
          the auction and sale of Schleman Farm.

(c) 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.)

                                       17
<PAGE>

                  (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."))

                  (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.)

                  (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.)

                  (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.)

           (27)   Financial Data Schedule -- Filed herewith.


                                       18
<PAGE>

    Pursuant to the  requirements  of the Securities  Exchange Act of 1934, this
report has been signed below by the  following  persons (who included a majority
of the Board of Directors)  on behalf of the  registrant  and in the  capacities
indicated on June 29, 2000.

    Signatures                     Title                              Date


/s/ Daniel L. Nir                  President, Treasurer            June 29, 2000
-----------------------            and Director
Daniel L. Nir
(Principal Financial
Officer)



/s/ Joel M. Greenblatt             Chairman of the Board,          June 29, 2000
----------------------             and Director
Joel M. Greenblatt
(Principal Executive
Officer)


/s/ Jack C. Brown                  Secretary and Director          June 29, 2000
-----------------------
Jack C. Brown



/s/ Edward B. Grier III            Director                        June 29, 2000
-----------------------
Edward B. Grier III



                                       19
<PAGE>


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, 2000 and 1999, and the related statements of income,
shareholders  equity,  and cash flows for each of the three  years in the period
ended March 31, 2000. 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  generally   accepted  auditing
standards.  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 consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of The ST. LAWRENCE
SEAWAY  CORPORATION  as of March  31,  2000 and  1999,  and the  results  of its
operations  and its case flows for each of the three  years in the period  ended
March 31, 2000 in conformity with generally accepted accounting principles.

May 16, 2000
                                                   /s/ Sallee & Company, Inc.


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


                                       20
<PAGE>
                       THE ST. LAWRENCE SEAWAY CORPORATION
                                 BALANCE SHEETS
                             MARCH 31, 2000 AND 1999
<TABLE>
<CAPTION>

ASSETS                                                                    2000                   1999
------                                                                    ----                   ----
<S>                                                                   <C>                  <C>
Current Assets:
         Cash and cash equivalents                                     $   999,649          $ 1,031,389
         Interest and other receivables                                      2,037               10,731
         Prepaid items                                                       2,441                3,216

                  Total Current Assets                                 $ 1,004,127          $ 1,045,336

Property and fixed assets:
         Land                                                              118,913          $   118,913
         Property & equipment, net                                               0
                                                                       -----------
1,111
                  Total Assets                                         $ 1,123,040          $ 1,165,360
                                                                       ===========          ===========


LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
         Accounts payable & other                                           18,785          $    13,798
         Deferred income                                                         0                8,208
                                                                       -----------          -----------
                  Total Liabilities                                    $    18,785          $    22,006
                                                                       ===========          ===========

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                                                 333,268              372,367
                                                                       -----------         ------------
         Total Shareholders' Equity                                    $ 1,104,255         $  1,143,354
                                                                       -----------         ------------
Total Liabilities and Shareholders' Equity                             $ 1,123,040         $  1,165,360
                                                                       ===========         ============
</TABLE>

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


                                       21
<PAGE>

                       THE ST. LAWRENCE SEAWAY CORPORATION
                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                                     YEARS ENDED MARCH 31,

                                                              2000              1999             1998
                                                              ----              ----             ----
<S>                                                         <C>             <C>              <C>
Revenues:
         Farm rentals                                        $    8,208      $    9,120       $    9,120
         Interest and dividends                                  49,244          51,069           56,704
                                                             ----------      ----------       ----------
         Total Revenues                                      $   57,452      $   60,189       $   65,824


Operating Costs and Expenses:
         Farm related operating costs                               833      $    1,613       $    1,734
         Depreciation                                             1,111           1,568            1,568
         Consulting fees-Note 3                                   6,000           6,000            6,000
         General and administrative expenses                     88,034         102,102          112,092
                                                             ----------      ----------       ----------
         Total Operating Expenses                            $   95,978      $  111,283       $  121,394



Income (Loss) before income taxes                               (38,526)        (51,094)         (55,570)

Income Taxes/(Tax Benefit)                                          573             690              787
                                                             ----------      ----------       ----------
Net Income (Loss)                                            $  (39,099)     $  (51,784)         (56,357)


Per Share Data:
         Weighted average number of
         common shares outstanding                              393,735         393,735          393,735
                                                             ----------      ----------       ----------


Basic earnings per common
and common equivalent shares                                 $    (0.10)     $    (0.13)      $    (0.14)
                                                             ===========     ===========      ===========
</TABLE>

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


                                       22
<PAGE>

                       THE ST. LAWRENCE SEAWAY CORPORATION
                        STATEMENT OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                  Accumulated
                                                                                     Other
                                                  Common           Paid-in        Comprehensive      Retained
                                                  Stock            Capital           Income          Earnings
                                                  ------           -------        --------------     --------
<S>                                             <C>              <C>                 <C>           <C>
Balances at April 1, 1997                        $ 393,735        $ 377,252           $  0          $ 480,508

   Net loss for 1998                                                                                  (56,357)
                                                 ---------        ---------        ----------       ----------
Balances at March 31, 1998                         393,735          377,252              0            424,151

   Net loss for 1999                                                                                  (51,784)
                                                 ---------        ---------        ----------       ----------
Balances at March 31, 1999                         393,735          377,252              0            372,367

   Net loss for 2000                                                                                  (39,099)

Balance at March 31, 2000                        $ 393,735        $ 377,252           $  0          $ 333,268
                                                  ========        =========         ==========      =========
</TABLE>



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



                                       23
<PAGE>

                       THE ST. LAWRENCE SEAWAY CORPORATION
                             STATEMENTS OF CASH FLOW
                    YEARS ENDED MARCH 31, 2000, 1999 AND 1998
<TABLE>
<CAPTION>
                                                                  2000             1999             1998
                                                                  ----             ----             ----
<S>                                                          <C>             <C>              <C>
Cash Flows From Operating Activities:
         Net Income (Loss)                                    $  (39,099)     $  (51,784)      $  (56,357)
         Adjustments to reconcile net income to
            Net cash from operating activities                                     1,568            1,568
            Depreciation                                           1,111
(Increase) Decrease in Current Assets:                                            (9,087)            (122)
         Other receivables                                         8,694
         Prepaid items                                               775            (540)             147
(Decrease) Increase in Current Liabilities:
         Payroll tax & other                                           0            (772)            (872)
         Accounts payable                                         (3,221)        (13,936)          (4,386)
                                                               ----------       ---------       ----------
Net Cash From Operating Activities                               (31,740)        (74,551)         (60,022)

Cash Flows From Investing Activities:
         Purchase of equipment                                         0               0                0
         Proceeds from asset sales                                     0               0                0
                                                               ----------     -----------       ----------
Net Cash from Investing Activities                                     0               0                0


Cash Flows From Financing Activities:
         Purchase of Paragon Stock                                     0               0           (5,141)
                                                               ----------     -----------       ----------
Net Cash From Financing Activities                                     0               0                0
Net Increase in Cash and Cash Equivalents                        (31,740)        (74,551)         (60,022)


Cash and Cash Equivalents, beginning                           1,031,389       1,105.940        1,165,962
                                                              -----------     -----------      -----------
Cash and Cash Equivalents, ending                             $  999,649      $1,031,389       $1,105,940
                                                              ===========     ===========      ===========

Supplemental Disclosures of Cash Flow Information:
         Cash paid for income taxes                                 500           1,000               960
         Cash paid for interest expenses                              0               0                 0

</TABLE>


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


                                       24
<PAGE>

                       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  statement  for  The  St.  Lawrence  Seaway
Corporation (the "Company").

BASIS OF PRESENTATION:

The accounts are  maintained  on the accrual  method or 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.

LAND:

Land was purchased in 1961 for agriculture  related  purposes and is recorded at
the original historical cost of $118,913.

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. The actual current tax
liability be  different  than the charge  against  earnings due to the effect of
cash rents received in advance. No material deferred tax benefits or liabilities
exist as of the dates of the balance sheets.


                                       25
<PAGE>

                       THE ST. LAWRENCE SEAWAY CORPORATION


RECLASSIFICATION:

The 1999 and 1998 financial statements have been reclassified,  where necessary,
to conform to the presentation of the 2000 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, is stated at cost.
Depreciation  is  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.  Total  accumulated
depreciation as of March 31, 2000 and 1999, was $8,717 and $7,606, respectively.

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.

ADVERTISING EXPENSE:

Expenses associated with advertising are normally expensed as incurred.

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, 2002.


                                       26
<PAGE>

                       THE ST. LAWRENCE SEAWAY CORPORATION


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 revised plan provides that 15,000
shares of the Corporation's stock be set aside at an exercise price of $3.00 per
share for Mr. Jack C. Brown,  a Director of the Company.  Mr.  Brown's option is
currently  exercisable  with respect to all 15,000 shares and, if not exercised,
will expire on September 21, 2002.

The Company has 4,000,000 authorized $1 par value common shares. As of March 31,
2000 and 1999, there were 393,735 common shares issued and outstanding.

NOTE 3. RELATED PARTIES

During the fiscal years ending March 31, 2000,  1999 and 1998,  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

As of March 31,  2000,  the  Company  has loss  carryforwards  of  approximately
$335,000  that may be used to offset future  taxable  income.  If not used,  the
carryforwards will begin to expire in 2012. No tax benefits have been recognized
in these financial  statements.  Provisions for current and deferred federal and
state tax liabilities are immaterial to these financial statements.

NOTE 5. STOCK PURCHASE AND DIVIDEND

On March 19, 1997,  the Board of  Directors  of the Company  declared a dividend
distribution of 514,191 shares of common stock, $.01 par value (the "Shares") of
Paragon Acquisition  Company,  Inc.  ("Paragon"),  and 514,191  non-transferable
rights (the  "Subscription  Right") to  purchase  two (2)  additional  Shares of
Paragon.  Paragon's  business  purpose  is to seek to  acquire  or merge with an
operating business, and thereafter to operate as a publicly-traded  company. St.
Lawrence  purchased the Paragon shares on March 6, 1997, for $5,141, or $.01 per
share,  and  distributed one Paragon share and one  subscription  right for each
share of St. Lawrence  Common Stock owned or subject to exercisable  options and
warrants as of March 21, 1997 (the  "Record  Date").  Neither St.  Lawrence  nor
Paragon  received  any cash or other  proceeds  from the  distribution,  and St.
Lawrence  stockholders  did not make any payment for the share and  subscription
rights.  The distribution to St. Lawrence  stockholders was made by St. Lawrence
for the purpose of providing St. Lawrence  stockholders  with an equity interest
in Paragon  without such  stockholders  being required to contribute any cash or
other capital in exchange for such equity interest.

On March 21, 1997, the Securities and Exchange  Commission  declared effective a
Registration   Statement  on  Form  S-1  filed  by  Paragon,   registering   the
Distribution of Shares and Subscription Rights to St. Lawrence stockholders. The
cost of organizing  Paragon and registering the distribution  have been borne by
the founders of Paragon.

Paragon is an independent publicly-owned  corporation.  However, because Paragon
did not have a specific operating business at the time of the distribution,  the
distribution of the shares was conducted in accordance with Rule 419 promulgated
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act").  As a
result, the shares,  subscription  rights, and any shares issuable upon exercise
of subscription rights, are being held in escrow and are non-transferable by the
holder  thereof  until after the  completion of a business  combination  with an
operating company. The subscription rights will become exercisable at a price to
be  determined  by  Paragon's  Board  of  Directors  (not to  exceed  $2.00  per
subscription right) once a business combination is identified and described in a
post-effective  amendment to  Paragon's  Registration  Statement.  While held in
escrow,  the shares may not be traded or transferred,  and the net proceeds from
the  exercise of  subscription  rights will remain in escrow  subject to release
upon consummation of a business combination.  There is no current public trading
market for the shares and none is expected to  develop,  if at all,  until after
the  consummation  of a business  combination  and the  release  of shares  from
escrow.  In addition,  because  more than  eighteen  months have  expired  since
Paragon's  Registration  Statement  on Form S-1 was  declared  effective,  it is
possible that Rule 419 will prohibit the distribution,  or require an additional
or new  registration  statement  to be filed and  approved.  The  Company is not
involved in Paragon's  operations  or filings,  and has  provided the  following
information  solely based on information made know to it by  representatives  of
Paragon.

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<PAGE>

NOTE 6. DISPOSITION OF ASSETS

On February 23, 2000,  the Company  conducted a real estate  auction and entered
into  definitive  sales  and  purchase  agreements  with  seven   non-affiliated
individual   purchasers   to  sell  all  of  the  land  owned  by  the  Company.
Approximately  195 acres of agricultural  real estate was sold at auction for an
aggregate  gross sales price of  $567,500.  In fiscal year ending March 31, 2001
the  Company  will be  subject  to tax on the net gain,  after  related  selling
expenses,  from the sale that  exceeds  the  existing  net  operating  losses of
approximately  $375,000,  plus any additional net operating  losses  incurred in
fiscal year 2001.

The  Company  devoted  the  property  to farming  activities  under a cash lease
method. The property was leased to farmers who were directly responsible for the
operation  thereof  and who paid the  Company a rental fee  covering a ten-month
period of use of the  property.  The Company  generally  received  these  rental
payments at the beginning of the planting  season.  The Company was  responsible
for real estate taxes, insurance, and minor expenses. As a result of the sale of
the property and termination of the farm tenant  agreement prior to the calendar
year 2000 planting  season,  the Company will not realize any farm rental income
in the fiscal year ending March 31, 2001.



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<PAGE>

                                   SCHEDULE X


                       THE ST. LAWRENCE SEAWAY CORPORATION
                   SUPPLEMENTARY INCOME STATEMENT INFORMATION
                    YEARS ENDED MARCH 31, 2000, 1999 AND 1998


          COLUMN A                                       COLUMN B
          --------                                       --------
              ITEM                              CHARGED TO COSTS AND EXPENSES

                                                YEARS ENDED MARCH, 31

                                          2000            1999             1998
                                          ----            ----             ----


Maintenance and repairs                  $1,516          $1,677           $1,378

Depreciation and amortization of
 intangible assets, preoperating
 costs and similar deferral              $1,111          $1,568           $1,568

Taxes, other than payroll and
 income taxes                            $1,132          $2,137           $  787

Royalties                                NONE            NONE             NONE
Advertising costs                        NONE            NONE             NONE




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