---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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# FORM 10-K

|(Mark One) |                                                                                   | 
|---------- | --------------------------------------------------------------------------------- | 
||X|        | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934     | 
|           |                                                                                   | 
|           | FOR THE FISCAL YEAR ENDED MARCH 31, 2009                                          | 
|           |                                                                                   | 
|           | OR                                                                                | 
|           |                                                                                   | 
||_|        | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 | 
|           |                                                                                   | 
|           | For the transition period from _______________ to _______________                 | 
|           |                                                                                   | 
|           | Commission File number: 0-2040                                                    | 

|ST. LAWRENCE SEAWAY CORPORATION                                  
|-----------------------------------------------------------------
|                                                                 
|(Exact name of small business issuer as specified in its charter)
|                                                                 
|Delaware                                                         
|                                                                 
|(State or other jurisdictionof incorporation or organization)    

| | 200 Connecticut Avenue, Norwalk, Connecticut 06854     | 
| | ------------------------------------------------------ | 
| |                                                        | 
| | (Address of principal executive offices)    (Zip Code) | 

| | (203) 853-8700                                       | 
| | ---------------------------------------------------- | 
| |                                                      | 
| | (Registrant's telephone number, including area code) | 

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

|Title of each class |  | Name of each exchange on which registered
|------------------- |  | -----------------------------------------
|                    |  |                                          
|None                |  | None                                     

Securities registered under Section 12(g) of the Exchange Act:Common Stockpar value $1.00 per share

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---

Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.        Yes   |_|     No   |X|

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act.        Yes   |_|     No   |X|

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 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   |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss.229.405 of this chapter) 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.    |_|

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
        Yes   |X|     No    |_|

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated", "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One): 
Large accelerated filer  |_|     Accelerated filer  |_|     Non-accelerated filer  |_|     Smaller reporting company   |X|

Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(ss.232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).     Yes   |_|     No    |_|

The issuer's revenues for its fiscal year ended March 31, 2009 were
$2,199.

The aggregate market value of common stock held by non-affiliates of the
issuer as of March 31, 2009 was approximately $ 241,300.

APPLICABLE ONLY TO CORPORATE ISSUERS

The
number of shares of common stock of the issuer outstanding as of March 31, 2009 was
518,736.

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

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ST. LAWRENCE SEAWAY CORPORATIONFORM 10-K INDEX

|                                                                                                                                | PAGE
|------------------------------------------------------------------------------------------------------------------------------- | ----
|Forward Looking Statements                                                                                                     
|PART I                                                                                                                         
|Item 1 - Description of Business                                                                                                | 1-2 
|Item 2 - Description of Property                                                                                                | 2   
|Item 3 - Legal Proceedings                                                                                                      | 2   
|Item 4 - Submission of Matters to a Vote of Security Holders                                                                    | 2   
|PART II                                                                                                                        
|Item 5 - Market for Common Equity, Related Stockholder Matters and Small Business Issuer    Purchases of Equity Securities      | 3   
|Item 6 - Management's Discussion and Analysis or Plan of Operation                                                              | 3-5 
|Item 7 - Financial Statements                                                                                                   | 5   
|Item 8 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                                   | 5   
|Item 8A - Controls and Procedures                                                                                               | 6   
|Item 8B - Other Information                                                                                                     | 6   
|PART III                                                                                                                       
|Item 9 - Directors, Executive Officers, Promoters and Control Persons; Compliance with
       Section 16(a) of the Exchange Act | 6-7 
|Item 10 - Executive Compensation                                                                                                | 7-8 
|Item 11 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
       Matters                 | 8-10
|Item 12 - Certain Relationships and Related Transactions                                                                        | 10  
|Item 13 - Exhibits                                                                                                              | 11  
|Item 14 - Principal Accountant Fees and Services                                                                                | 12  
|SIGNATURES                                                                                                                      | 26  

---



FORWARD LOOKING
STATEMENTS

Certain statements in this Report are
forward-looking statements within the meaning of the Private Securities
Litigation Reform act of 1995. When used in this Report, words such as may,
should, seek, believe, expect,
anticipate, estimate, project, plan,
goal, intend, strategy, and similar expressions are
intended to identify the Companys future plans, operations, business strategies,
operating results, and financial position. Forward-looking statements are subject to a
number of known and unknown risks and uncertainties that could cause the Companys
actual results, performance or achievements to differ materially from those described or
implied in the forward-looking statement and cause its goals and strategies to not be
achieved.

These risks and uncertainties many of
which are not within our control, include, but are not limited to:

| | general
economic and business conditions;
|- | -----------------------------------------

| | the
Companys ability to find a candidate for, enter into an agreement with respect to,
and consummate, a merger, reverse merger, acquisition or business combination or other
financial transaction that is acceptable, both as to a candidate and as to transaction
terms and conditions;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | competition
for transactions of the nature the Company is seeking;
|- | ------------------------------------------------------------------

| | potential
future regulatory restrictions that could limit or pose restrictions on, or make less
advantageous to potential candidates, transactions of the nature the Company is seeking;
and
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
availability of additional financing on satisfactory terms if a delay is encountered in
consummating a transaction that the Company is seeking.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------

You are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the date of this Report. We
do not undertake any responsibility to publicly update or revise any forward-looking
statement or report.

---



# PART-I

# Item 1 
Description of Business.

St. Lawrence
Seaway Corporation (the Company) was an Indiana corporation
          organized on March 31, 1959. Prior to 1998, the Company principally
engaged           in farming, timber, harvesting and other traditional agricultural
activities. In           2002 the Company became 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,
reverse merger,           financial transactions or investments. 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.

RECENT DEVELOPMENTS

The
Company entered into a Stock and Warrant Purchase Agreement (the Purchase
Agreement) as of January 10, 2007, as amended on April 16, 2007 and April 18, 2007,
with Bernard Zimmerman & Company, Inc., an investment and merchant banking
organization (the Investor), pursuant to which the Investor agreed to
purchase: (i) 75,000 shares of the Companys common stock for a total purchase price
of $75,000; and (ii) a ten year warrant for a total purchase price of $2,500 which permits
the Investor to purchase up to 250,000 shares of the Companys common stock at an
exercise price of $1.00 per share (the Warrant). The Warrant is exercisable
immediately. The common stock and the Warrant were sold to the Investor pursuant to an
exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.
The common stock that was sold to the Investor represented at the August 31, 2007 closing
of this transaction, and continues to represent as of the date hereof, approximately 14.5%
of the outstanding common stock of the Company, provided that no changes occur to the
number of shares outstanding in subsequent periods.

On July 10, 2007, the shareholders of
the Company approved the transaction outlined in the above paragraph. An integral part of
the transaction was the following items:

|1. |  | The
approval of a proposal to amend and restate, in its entirety, the                Companys
by-laws.
|-- |  | -------------------------------------------------------------------------------------------------------

|2. |  | The
approval of a proposal to reincorporate the Company in Delaware from
               Indiana.
|-- |  | ------------------------------------------------------------------------------------------------

|3. |  | The
approval of a proposal to amend and restate in its entirety the                Companys
Restated Articles of Incorporation, as amended, to, among other                things:
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) |  | approve
the increase in the number of authorized shares of the Company from
               4,000,000 shares, all of which are Common Stock, to 50,010,000 shares,
               consisting of 48,500,000 shares of Common Stock, 510,000 shares of a
               tracking stock known as Class A Common Stock and 1,000,000
shares of                preferred stock, and to decrease the par value of the Common
Stock from One                Dollar ($1.00) to One Cent ($0.01);
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | approve
the authorization of 1,000,000 shares of a blank check preferred class                of
stock, par value $0.01; and
|--- |  | ----------------------------------------------------------------------------------------------------------------------------

|(c) |  | approve
the authorization of a non-transferable, non-tradeable, non-voting and
               non-certificated tracking stock class of securities known as
the                Class A Common Stock;
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | The
issuance of the tracking stock know as the Class A Common Stock
               to the Record Holders in connection with, and upon consummation of the
               transaction described above, which closed after the distribution of the
Class A                Common Stock to existing shareholders, and, as such, the Investor
received no                tracking stock.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---



Immediately prior to the August 31,
2007, closing under the Purchase Agreement, the Company reincorporated in Delaware via
statutory merger and issued to all stockholders of record as of that date a tracking stock
evidencing the Companys medical investments. The tracking stock, designated as Class
A Common Stock, is non-voting, non-saleable, non-transferable, non-certificated and held
in book-entry form only. The Purchase Agreement contemplates no issuance of Class A Common
Stock to the Investor in connection with the Investors acquisition of the
Companys common stock and the Warrant on August 31, 2007. No person who acquires
common stock of the Company after August 31, 2007 shall be issued or be entitled to the
benefits of the tracking stock. For additional terms and conditions of the Purchase
Agreement (including the proposals to reincorporate in Delaware and to issue the tracking
stock), please see the Companys Form 8-K filed on January 10, 2007, the
Companys Form 8-K filed on April 19, 2007, and the Companys proxy statement,
filed on May 30, 2007 concerning the proposals that were voted upon and approved at the
stockholders meeting held on July 10, 2007 and the Form 8-K filed on August 31,
2007.

In connection with the closing under
the Purchase Agreement, and in accordance with the vote of a majority of shareholders of
the Company, the incorporator of the surviving Company named Mssrs. Bernard Zimmerman (the
principal of the Investor), Ronald A. Zlatniski, Duane L. Berlin and Edward B. Grier as
members of the Companys Board of Directors as Chairman of the Board of Directors,
President, Chief Financial Officer and Treasure, and Mr. Berlin was appointed as
Secretary.

Financing
Arrangements.The Company currently has no debt or borrowed funds or similar
obligations or contingencies. 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.

# Item 2 
Description of Property.

At
March 31, 2009 and 2008, the Company did not own any real estate. The Company leases
office space and office services on a month-to-month arrangement at a cost of $500.00 per
month from the Companys law firm, a principal of which is a Director of our Company.

# Item 3  Legal
Proceedings.

Not
applicable.

# Item 4 
Submission of Matters to a Vote of Security Holders.

See
Form 8-K filed on August 31, 2007 with respect to the transactions approved by the
shareholders of the varied items submitted to the shareholders at the Annual Meeting of
Shareholders on July 10, 2007.

---



# PART-II

Item 5  Market For
Common Equity, and Related Stockholder Matters.

Market
Information. The Companys common stock is not currently listed for trading on
any exchange but does trade on the OTC Bulletin Board. The following table sets forth the
high and low sales price for each quarterly period during the fiscal years ended March 31,
2009 and 2008, as reported by the OTC Bulletin Board. The common stock is quoted under the
ticker symbol STLS.OB. Such price data may reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual transactions.

|Fiscal Year Ended
March 31 |  | Quarter |  | High   |  | Low   
|-------------------------- |  | ------- |  | ------ |  | ------
|                           |  |         |  |        |  |       
|2009                       |  | First   |  | $ 1.45 |  | $ 0.98
|                           |  | Second  |  | $ 1.20 |  | $ 0.98
|                           |  | Third   |  | $ 0.90 |  | $ 0.75
|                           |  | Fourth  |  | $ 1.05 |  | $ 0.75
|2008                       |  | First   |  | $ 4.30 |  | $ 2.25
|                           |  | Second  |  | $ 2.50 |  | $ 1.80
|                           |  | Third   |  | $ 2.45 |  | $ 1.60
|                           |  | Fourth  |  | $ 1.60 |  | $ 1.45

On
March 31, 2009 the last sale price was $0.75.

Number
of Stockholders. As of March 31, 2009, there were approximately 1,100 holders of
record of the Companys common stock. This number does not include beneficial owners
whose shares are held in street name.

Dividends.  It
is the present policy of the Board of Directors of the Company to retain
          earnings, if any, to finance the continued operations of the Company. No cash
          dividends were paid during the fiscal years ended March 31, 2009 and 2008
          and no cash dividends are expected to be paid in the foreseeable future.

# Item 6  Management's
Discussion and Analysis  of Financial Condition and Results 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 further in this report. The notes to the financial statements
set forth the Companys critical accounting policies.

Please see Note  Medical
Investment in the Notes to the Financial Statements contained under Item 7 for a
description of the medical investments the Company made during 2002 and subsequent
additional investments and the write-off of such investments in the year ended March 31,
2008.

Selected Financial Data is not
included because the Company is a smaller reporting company.

---



Results of Operations for the year
ended March 31, 2009 as compared to the year ended March 31, 2008.

Interest and dividend income
decreased to $2,199 for the year ended March 31, 2009 as compared to $3,554 for the
year ended March 31, 2008, a decrease of $1,355. This decrease is attributable to
lower cash balances available for investment during the fiscal year ended March 31, 2009
as compared to the fiscal year ended March 31, 2008 and lower interest rates received on
such cash balances.

General and administrative expenses
decreased to $32,900 for the year ended March 31, 2009 as compared to $54,534 for the
year ended March 31, 2008. The decrease in general and administrative expenses is
primarily due to a decrease in operating and stockholder expenses and tight cost controls.

No income tax was paid for the fiscal
years ended March 31, 2009 and March 31, 2008.

The Statement of Operations for the
year ended March 31, 2008 includes two non-cash charges  one in the amount of
$83,400 covering the write-odd of the medical investments (see Notes 3 and 4 to the
financial statements) and a second in the amount of $492,500 for the fair value of the
warrant issuance (see Notes 3 and 5 to the financial statements).

Please refer to the Financial
Statements (included herein) for full details of the Statement of Operations for the years
ended March 31, 2009 and 2008.

As a result of the above items, the
Company had a loss of $(30,701) before provision for income taxes for the fiscal year
ended March 31, 2009 as compared to a loss of $(626,880) before provision for income taxes
for the fiscal year ended March 31, 2008.

# Liquidity and Capital
Resources

Please see Recent
Developments, page 2 and Note 3 to the Financial Statements of this Form 10-K for a
description of the Purchase Agreement described therein.

Cash and cash equivalents increased
from $69,524 at March 31, 2007 to $116,617 at March 31, 2008. Most significantly, cash
increased by $127,501 in connection with the equity purchases made on August 31, 2007,
which were made pursuant to the Purchase Agreement and in connection with the exercise of
warrants to purchase 16,667 shares of the Companys common stock at $3.00 per share
made by Mr. Joel Greenblatt, the former Chairman of the Board, in August 2007 offset by
expenses in connection with the transaction described herein as well as cash losses
sustained in the Companys operations in the year ended March 31, 2008.

Cash and cash equivalent decreased
from $116,617 at March 31, 2008 to $83,916 at March 31, 2009. Cash decreased by $32,701
due to cash losses sustained in the Companys operations in the year ended March 31,
2009.

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

The Company has no commitment for any
capital expenditure and foresees none. However, the Company will incur fees and expenses
incident to its reporting duties as a public company, and expenses relating to its office
operations. The Companys cash requirements for the next twelve months are relatively
modest, consisting principally of legal, accounting and other expenses relating to filings
required under the Securities Exchange Act of 1934 as well as office and administrative
expenses.

On August 31, 2007,
Mr. Greenblatt exercised warrants to purchase 16,667 shares of the Companys
common stock at an exercise price of $3.00 per share, which resulted in the Company
receiving $50,001 in cash on such date as payment for the shares. In addition Mr.
Greenblatt exercised a similar warrant at the same price on June 13, 2006.

---



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 of America. 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 accounting policies, among others,
affect its more significant judgments and estimates used in the preparation of the
financial statements.

# 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.

# Item 7 
Financial Statements.

Included herein starting on Page 13
of this Form 10-K.

# Item 8  Changes in
and Disagreements with Accountant on Accounting and Financial Disclosure

On December 31, 2007, St. Lawrence
Seaway Corporation (the Company) accepted the resignation of its previous
independent accountants, Mahoney, Sabol & Company, LLP (the Previous
Accountants), and on January 2, 2008, engaged Braver, P.C. (the New
Accountants) as the Companys new principal independent registered public
accounting firm to audit its financial statements for the fiscal year ended March 31,
2008.

The reports of the Previous
Accountants on the Companys financial statements for each of the Companys
fiscal years ended March 31, 2006 and 2007 did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty (except for a
going concern uncertainty), audit scope or accounting principles.

The decision to change independent
accountants was approved by the Board of Directors of the Company.

During the period from April 1, 2005
through December 31, 2007, no events described in Item 304(a)(l)(iv) of Regulation S-B
promulgated by the Securities and Exchange Commission occurred with respect to the
Company.

During the fiscal years ended March
31, 2007 and 2006, and through December 31, 2007, the Company had no disagreement with the
Previous Accountants on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of the Previous Accountants, would have caused the Previous
Accountants to make reference to the subject matter of the disagreement in connection with
its report on the Companys financial statements for such fiscal periods. The Company
provided the Previous Accountants with a copy of the necessary disclosures. 
During the
period from April 1, 2005 through December 31, 2007, the Company did not consult with the
New Accountants regarding (1) the application of accounting principles to a specific
completed or contemplated transaction, or the type of audit opinion that might be rendered
with respect to the Companys financial statements for which advice was provided that
was an important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue or (2) any matter that was either the
subject of a disagreement or a response to Items 304(a)(l)(iv) of Regulation
S-B.

---



# Item 8A 
Controls and Procedures

Annual Report of
Management on Internal Controls Over Financial Reporting.

The Companys management is
responsible for establishing and maintaining adequate internal controls over financial
reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934. Our internal controls over financial reporting is a process designed by, or under
the supervision of, the Companys Chief Executive Officer, who is also the
Companys Chief Financial Officer, to provide reasonable assurance to the
Companys Board of Directors regarding the reliability of financial reporting and the
preparation and fair presentation of published financial statements in accordance with
accounting principles generally accepted in the United States of America
(GAAP). Internal controls over financial reporting including those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the Companys transactions and dispositions of the
Companys assets; (2) provide reasonable assurances that the Companys
transactions are recorded as necessary to permit preparation of the Companys
financial statements in accordance with GAAP, and that receipts and expenditures are being
made only in accordance with authorizations of the Companys management and
directors; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Companys assets that could
have a material effect on the Companys financial statements.

The Companys management
assessed the effectiveness of the Companys internal controls over financial
reporting as of March 31, 2009 and concluded that such internal controls is effective. In
making this assessment, management used the criteria set forth by the Committee of
Sponsoring Organizations (COSO) of the Treadway Commission in Internal Controls 
Integrated Framework.

This annual report does not include
an attestation report of the Companys independent registered public accounting firm
regarding internal controls over financial reporting pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
managements report in this annual report.

During the Companys fourth
fiscal quarter and during the fiscal year ended March 31, 2009, there were no changes in
the Companys internal controls over financial reporting that have materially
affected, or are reasonably likely to materially affect, the Companys internal
control over financial reporting.

# Item 8B 
Other Information

Not
applicable.

# 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, 2009, 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 in
reporting companies held by them.

| | NAME                |  | AGE |  | POSITION                                                                                   | 
| | ------------------- |  | --- |  | ------------------------------------------------------------------------------------------ | 
| |                     | 
| | Bernard Zimmerman   |  | 76  |  | Chairman of the Board, Chief Executive Officer, President, and Principal Financial Officer | 
| | Duane L. Berlin     |  | 50  |  | Secretary and Director                                                                     | 
| | Ronald A. Zlatniski |  | 45  |  | Director                                                                                   | 
| | Edward B. Grier III |  | 51  |  | Director                                                                                   | 

---



Bernard Zimmerman is the President
and majority stockholder of Bernard Zimmerman & Company, Inc., a private merchant
banking and financial consulting firm. Mr. Zimmerman is a Certified Public Accountant and
has over 35 years experience in the merger, acquisition and business combination
transaction fields. Since July 2003 and July 2004 respectively, Mr. Zimmerman has also
served as the President and Chief Executive Officer of FCCC, Inc. and GVC Venture Corp.
respectively, companies engaged in seeking mergers, reverse mergers, acquisitions or other
business combinations and financial transactions. Mr. Zimmerman also served as a Director
and audit committee chairman and member of Sbarro, Inc. for more than 20 years until
January 2007.

Duane L. Berlin is the Principal and
Managing Attorney of Lev & Berlin, P.C., a Connecticut-based law firm, that represents
public and private entities. Mr. Berlin was also a partner and Managing Director of
Westwood Capital Partners, an SEC registered securities broker dealer from 2000 through
2003. Mr. Berlin serves as a director of no other public entities.

Ronald A. Zlatniski is a private
 investor as well as an  operational  specialist at Franklin  Street  Partners,  a
private  investment management firm and trust company.   Mr. Zlatniski serves as a
director of no other public entities.

Edward B. Grier, III has served as a
director of the Company since 1993. Mr. Grier has served as a Limited Partner of Gracie
Capital, L.P. since January 1999; a Vice President of Gotham Capital, LP from 1992-1994
and a limited partner of Gotham Capital, LP from January 1, 1995 through December 31,
1998. Mr Grier is a director of no other public entities.

Directors of the Company were elected
by a plurality of the votes cast at the last 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. The Company held its
Annual Meeting of Shareholders on July 10, 2007. 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. There was no Annual Meeting held during 2008.

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.

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.

Section 16(a)          Beneficial
Ownership Reporting Compliance. Based solely on a review of           Forms 3 and 4
and amendments thereto furnished to the Company during the fiscal           year ended
March 31, 2009 and amendments thereto furnished to the Company           with
respect to the fiscal year ended March 31, 2009, to the best of the           Companys
knowledge no director, officer or beneficial owner of more than           5% 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, 2009.

# 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, 2009, and 2008.

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 Years Ended March 31, 2009 and 2008. No options or stock
appreciation rights were granted in the fiscal year ended March 31, 2009 and 2008. On
September 20, 2002, the options originally granted to Mr. Brown on June 18,
1983, then a Director of the Company, were amended by extending the expiration date
thereof from September 21, 2002 to September 21, 2007. Such options expired on
September 21, 2007.

Aggregated
Option/SAR Exercises in Fiscal Year Ended March 31, 2009 and Fiscal Year-End
Option/SAR Values. The Company had 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 options
granted thereunder expired on September 21, 2007. No options were exercised during
the fiscal year ended March 31, 2009. There are currently no outstanding stock
options outstanding.

Long-Term
Incentive Plans - Awards in Fiscal Year Ended March 31, 2009. 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. No fees were paid to Directors for meetings in fiscal year 2009
and 2008 as all fees were waived.

Compensation Committee Interlock
and Insider Participation. The Board of Directors does not have any standing
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, 2009 required to be
reported pursuant to Item 402(j) of Regulation S-B. The entire Board of Directors
acts as the Companys audit committee.

# Item 11 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.

Security
Ownership of Certain Beneficial Owners. The following table sets forth as of March 31,
2009, with respect to the persons known to us to be the beneficial owners of 5% or more of
the Companys common stock. We know of no person, other than those listed in the
Managements Shareholdings Table, below, who owns more than 5% of the Companys
common stock other than is shown on the Table of Ownership on the following page.

---



COMMON STOCK PRINCIPAL SHAREHOLDERS
TABLE March 31, 2009

|Name and Address ofBeneficial Owner                       | Amount ofBeneficialOwnership | Percentof Class | Options andWarrantsExercisableWithin 60 Days | Total  | Percentof Class -Total
|--------------------------------------------------------- | ---------------------------- | --------------- | -------------------------------------------- | ------ | ----------------------
|                                                          |                              |                 |                                              |        |                       
|                                                          |                              |                 |                                              |        |                       
|                                                          |                              |                 |                                              |        |                       
|Joel M. Greenblatt100 Jericho QuadrangleJericho, NY 11753 | 81,251                       | 15.7%           | ---                                          | 81,251 | 15.7%                 
|                                                          |                              |                 |                                              |        |                       

# Security Ownership

The
following table, together with the accompanying footnotes, sets forth information, as of
March 31, 2009, regarding stock ownership of all persons known by St Lawrence to own
beneficially more than 5% of the Companys outstanding common stock, Named
Executives, all directors, and all directors and officers of St. Lawrence as a group:

|Name and Address ofBeneficial Owner                                                                              | Amount ofBeneficialOwnership | Percentof Class | Options andWarrantsExercisableWithin 60 Days | Total         | Percentof Class -Total
|---------------------------------------------------------------------------------------------------------------- | ---------------------------- | --------------- | -------------------------------------------- | ------------- | ----------------------
|                                                                                                                 |                              |                 |                                              |               |                       
|                                                                                                                 |                              |                 |                                              |               |                       
|Executive Officers and Directors                                                                                 |                              |                 |                                              |               |                       
|                                                                                                                 |                              |                 |                                              |               |                       
|Bernard ZimmermanChairman of the Board, President and Chief Financial Officer18 High Meadow RoadWeston, CT 06883 | 75,000                       | (2)             | 14.5%                                        | 250,000(1)(2) | 325,000               
|                                                                                                                 |                              |                 |                                              |               |                       
|Duane L. BerlinSecretary200 Connecticut AvenueNorwalk, CT 06854                                                  | ---                          |                 | ---                                          | ---           | ---                   
|                                                                                                                 |                              |                 |                                              |               |                       
|Edward B. Grier, IIIGracie Capital Investment Partners590 Madison Avenue, 28th FloorNew York, NY 10022           | ---                          |                 | ---                                          | ---           | ---                   
|                                                                                                                 |                              |                 |                                              |               |                       
|Ronald A. Zlatniski4206 Cypress Grove LaneGreensboro, NC  27455                                                  | 40,663                       |                 | 7.8%                                         | ---           | 40,663                
|                                                                                                                 |                              |                 |                                              |               |                       
|                                                                                                                 |                              |                 |                                              |               |                       
|All directors and executive officers as
a group (four persons)                                                   | 115,663                      |                 | 22.3%                                        | 250,000       | 365,663               

---



(1)           Mr.
Zimmerman is the beneficial owner of a warrant to purchase 250,000 shares of
          common stock of the Company at an exercise price of $1.00 per share subject to
          dilution and other provisions, as outlined in the warrant agreement. Such
          warrants expire on August 31, 2017.

(2)            These
shares and warrants are owned by Bernard Zimmerman & Company, Inc. an
          affiliate of Bernard Zimmerman.

# Securities Authorized
For Issuance Under Equity Compensation Plans

|Plan Category                                              | Number of securitiesto be issued uponexercise ofoutstanding options,warrants and rights | Weighted-averageexercise price ofoutstandingoptions, warrantsand rights | Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities referenced incolumn (a)
|---------------------------------------------------------- | --------------------------------------------------------------------------------------- | ----------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------
|                                                          
|                                                           | (a)                                                                                     | (b)                                                                     | (c)                                                                                                                                  
|                                                          
|                                                          
|Equity compensation plans approved by security holders     | None                                                                                    | None                                                                    | None                                                                                                                                 
|                                                           |                                                                                         |                                                                         |                                                                                                                                      
|Equity compensation plans not approved by security holders | None                                                                                    | None                                                                    | None                                                                                                                                 
|                                                          
|                                                          

# ITEM
12.  Certain Relationships and Related Transactions.

Pursuant to the Purchase Agreement
with the Investor (Bernard Zimmerman & Company, Inc.), (as outlined under Recent
Developments  Page 1) on August 31, 2007, the Company sold 75,000 unregistered
shares of common stock, par value $0.01 (the Common Stock),, for $1.00 per
share (for a total of $75,000) and 250,000 warrants to purchase 250,000 shares of Common
Stock for $0.01 per warrant (for a total of $2,500), as described in Form 8-K, filed by
the Company on September 6, 2007. The warrants are exercisable immediately with an
exercise price of $1.00 per share.

On August 31, 2007, Mr. Joel
Greenblatt, the former Chairman of the Board of Directors of the Company, exercised
warrants to purchase 16,667 shares of Common Stock at $3.00 per share (for a total of
$50,001). On June 13, 2006, Mr. Greenblatt exercised warrants to purchase 16,667 shares of
Common Stock at $3.00 per share (for a total of $50,001).

All outstanding options and warrants
expired on September 21, 2007 (with the exception of the Warrants issued on August 31,
2007 to the Investor in connection with the transaction described under Recent
Developments, (see Page 1).

See Form 8-K, filed by the Company on
August 31, 2007 and September 6, 2007, for a description of the transaction outlined on
pp. 1-2 of this Form 10-K. Also please refer to the notice of annual meeting and the proxy
statement mailed to all shareholders on May 30, 2007 on Form DEF-14A for a description of
all proposals submitted to the shareholders for a vote at the Annual Meeting of
Shareholders held on July 10, 2007. All proposals were approved by a majority vote of the
shareholders.

---



# Item 13  Exhibits.

(31.1)           Certification
by Principal Executive Officer and Principal Financial Officer           Pursuant to
Section 302 of Sarbanes-Oxley Act of 2002.

(32.1)            Certification
by Chief Executive Officer and Principal Financial Officer           Pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of           the
Sarbanes-Oxley Act of 2002.

---



# Item 14 
Principal Accountant Fees and Services.

The independent auditor for the
Company for the fiscal years ended March 31, 2007 and 2006 was the firm of Mahoney
Sabol & Company, LLP.

Mahoney Sabol & Company, LLP
(MSC) was engaged as the Companys independent public accountants as of
May 25, 2006. MSC billed the Company an aggregate of $18,400 for the audit of the
financial statements in total for the years ended March 31, 2007 and 2006. See Item 8.

The appointment of Braver P.C. as the
auditors for the Company became effective January 4, 2008 and they billed the Company
$3,000 for the audit of the Companys financial statements which was included in the
Companys Annual Report on Form 10-K for the year ended March 31, 2008. Braver also
billed the Company a total of $1,000 covering the preparation of the Companys
federal and state tax returns for the year ended March 31, 2008. They will also bill the
Company similar amounts for the year ended March 31, 2009.

The following aggregate fees were
billed to the Company for professional services rendered by its independent auditors for
the fiscal years ended March 31, 2007 and 2008:

|                    |   | 2007  |   | 2008 
|------------------- | - | ----- | - | -----
|Audit Fees:         | $ | 7,000 | $ | 3,000
|Audit-Related Fees: | $ | 5,512 | $ |     
|Tax Fees:           | $ |      | $ | 1,000
|All Other Fees:     | $ |      | $ |     

The
Board of Directors, acting as the Companys 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.

---



# Item 7  Financial
Statements

Report of
Independent Registered Public Accounting Firm

To the Board of Directors
andShareholders of St. Lawrence Seaway CorporationNorwalk, Connecticut

We have audited the accompanying
balance sheets of St. Lawrence Seaway Corporation (the Company) as of March 31, 2009
and 2008, and the related statements of operations, shareholders equity, and cash
flows for the years then ended. 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 of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Companys internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, 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 2009 financial
statements referred to above present fairly, in all material respects, the financial
position of St. Lawrence Seaway Corporation as of March 31, 2009, and 2008, and the
results of its operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements
have been prepared assuming the Company will continue as a going concern. As discussed in
Note 1 to the financial statements, the Company has suffered recurring losses from
operations, and may require additional capital during fiscal 2010 to fund continuing
operations. These items raise substantial doubt about the Companys ability to
continue as a going concern through March 31, 2010. Managements plans in
regards to these matters are also described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ Braver P.C.

Certified Public
Accountants

Providence, Rhode Island

June 8, 2009

---



ST. LAWRENCE SEAWAY CORPORATIONBALANCE SHEETS(Audited)

|                                                                                                                                                            |   |             |  |   |            
|----------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- |  | - | -----------
|ASSETS                                                                                                                                                      |   | March 31,  
|                                                                                                                                                            |   | 2009        |  |   | 2008       
|Current assets:                                                                                                                                             |   |             |  |   |            
|Cash and cash equivalents                                                                                                                                   | $ | 83,916      |  | $ | 116,617    
|Accrued interest receivable                                                                                                                                 |   |            |  |   |           
|                                                                                                                                                            |   |             | 
|Total current assets                                                                                                                                        | $ | 83,916      |  | $ | 116,617    
|                                                                                                                                                            |   |             | 
|                                                                                                                                                            |   |             |  |   |            
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                                        |   |             |  |   |            
|Current liabilities:                                                                                                                                        |   |             |  |   |            
|Accounts payable and accrued expenses                                                                                                                       | $ | 6,000       |  | $ | 8,000      
|                                                                                                                                                            |   |             | 
|Total current liabilities                                                                                                                                   |   | 6,000       |  |   | 8,000      
|                                                                                                                                                            |   |             |  |   |            
|Commitments and contingencies                                                                                                                               |   |             |  |   |            
|Shareholders' equity:                                                                                                                                       |   |             |  |   |            
|Preferred Stock, par value $0.01, 1,000,000 shares        authorized, none issued and outstanding.                                                          |   |            |  |   |           
|Common stock, par value $0.01 per share; 
        48,500,000 authorized; 518,736 shares at 3/31/09        and 3/31/08 issued and outstanding                |   | 5,188       |  |   | 5,188      
|Common stock, Class A (tracking) par value $0.01 per share;        510,000 authorized; 443,736 shares at 3/31/09 and 3/31/08
        issued and outstanding |   | 4,437       |  |   | 4,437      
|Additional paid-in capital                                                                                                                                  |   | 1,481,365   |  |   | 1,481,365  
|Retained deficits                                                                                                                                           |   | (1,413,074) |  |   | (1,382,373)
|                                                                                                                                                            |   |             | 
|Total shareholders' equity                                                                                                                                  |   | 77,916      |  |   | 108,617    
|Total liabilities and shareholders' equity                                                                                                                  | $ | 83,916      |  | $ | 116,617    
|                                                                                                                                                            |   |             | 

See notes to financial statements

---



ST. LAWRENCE SEAWAY CORPORATIONSTATEMENTS OF OPERATIONS(Audited)

|                                                                            |   | FOR THE YEARS ENDED MARCH 31,
|--------------------------------------------------------------------------- | - | -----------------------------
|                                                                            |   | 2009                         
|                                                                            |   |                              
|Revenues:                                                                   |   |                              
|Interest and dividends                                                      | $ | 2,199                        
|                                                                            |   |                              
|Total revenues                                                              |   | 2,199                        
|Operating costs and expenses:                                               |   |                              
|General and administrative                                                  |   | 32,900                       
|                                                                            |   |                              
|Total operating expenses                                                    |   | 32,900                       
|Other expenses:                                                             |   |                              
|Write off of Medical Investments                                            |   |                             
|Fair Value of Warrant Issuance                                              |   |                             
|                                                                            |   |                              
|Loss before tax provision                                                   |   | (30,701)                     
|Provision for income taxes/(tax benefit)                                    |   |                             
|                                                                            |   |                              
|Net loss                                                                    | $ | (30,701)                     
|                                                                            |   |                              
|Per Share Data:                                                             |   |                              
|Weighted average number of common shares outstanding   basic
   and diluted |   | 518,736                      
|                                                                            |   |                              
|Basic and diluted loss per share                                            | $ | (0.06)                       

See Notes to Financial Statements

---



ST. LAWRENCE SEAWAY CORPORATIONSTATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

|                                                     | Class A |  | Common Stock |   | Paid-In |   | Accumulated |   | TotalStockholders'
|---------------------------------------------------- | ------- |  | ------------ | - | ------- | - | ----------- | - | ------------------
|                                                     | Shares  |  | Shares       |   | Amount  |   | Capital     |   | Deficit           
|                                                    
|BalanceMarch 31, 2006 (audited)                      |         |  | 410,402      | $ | 4,104   | $ | 816,884     | $ | (659,835)         
|                                                    
|Net loss for the Year
ended March 31, 2007
(audited) |         |  |              |   |         |   |             | $ | (95,658)          
|                                                    
|Exercise of Warrants                                 |         |  | 16,667       | $ | 167     | $ | 49,834      |   |                   
|                                                    
|Balance March 31, 2007 (audited)                     |         |  | 427,069      | $ | 4,271   | $ | 866,718     | $ | (755,493)         
|                                                    
|Issuance of Class A Shares                           | 443,736 |  |              | $ | 4,437   | $ | (4,437)     |   |                   
|                                                    
|Sale of Warrants                                     |         |  |             |   |        | $ | 2,500       |   |                   
|                                                    
|Sale of Common Shares                                |         |  | 75,000       | $ | 750     | $ | 74,250      |   |                   
|                                                    
|Exercise of Warrants                                 |         |  | 16,667       | $ | 167     | $ | 49,834      |   |                   
|                                                    
|Fair Value of Warrant
Issuance                       |         |  |              |   |         | $ | 492,500     |   |                   
|                                                    
|Net loss for the year
ended March 31, 2008
(audited) |         |  |              |   |         |   |             | $ | (626,880)         
|                                                    
|Balance
March 31, 2008 (audited)                     | 443,736 |  | 518,736      | $ | 9,625   | $ | 1,481,365   | $ | (1,382,373)       
|                                                    
|Net loss for the year
ended March 31, 2009
(audited) |         |  |              |   |         |   |             | $ | (30,701)          
|                                                    
|Balance
March 31, 2009 (audited)                     | 443,776 |  | 518,736      | $ | 9,625   | $ | 1,481,365   | $ | (1,413,074)       
|                                                    

See Notes to Financial Statements

---



ST. LAWRENCE SEAWAY CORPORATIONSTATEMENTS OF CASH FLOWS(Audited)

|                                                                        |  |                     |          |                |   |          
|----------------------------------------------------------------------- |  | ------------------- | -------- | -------------- | - | ---------
|                                                                        |  | For the Years Ended
|                                                                        |  | March 31, 2009      |          | March 31, 2008
|                                                                        |  |                    
|Cash flows from operating activities                                    |  |                     |          |                |   |          
|Net loss                                                                |  | $                   | (30,701) |                | $ | (617,070)
|Adjustments to reconcile net loss to net cash from operating
activities |  |                     |          |                |   |          
|Write-off of medical investment                                         |  |                     |         |                |   | 83,400   
|Fair value of warrant issuance                                          |  |                     |         |                |   | 492,500  
|(Increase) Decrease in current assets:                                  |  |                     |          |                |   |          
|Interest and other receivables                                          |  |                     |         |                |   | 133      
|(Increase) Decrease in other assets                                     |  |                     |         |                |   |         
|(Decrease) Increase in current liabilities:                             |  |                     |          |                |   |          
|Accounts payable                                                        |  |                     | (2,000)  |                |   | (29,561) 
|                                                                        |  |                    
|Net cash used in operating activities                                   |  |                     | (32,701) |                |   | (80,408) 
|                                                                        |  |                    
|                                                                        |  |                     |          |                |   |          
|Cash flows from investing activities:                                   |  |                     |         |                |   |         
|                                                                        |  |                    
|Net cash from investing activities                                      |  |                     |         |                |   |         
|                                                                        |  |                    
|Cash flows from financing activities                                    |  |                     |          |                |   |          
|Exercise of stock warrants                                              |  |                     |         |                |   | 50,001   
|Sale of common stock and warrants (see Note 3 and 6)                    |  |                     |         |                |   | 77,500   
|                                                                        |  |                    
|Net cash provided by financing activities                               |  |                     |         |                |   | 127,501  
|                                                                        |  |                    
|(Continued on next page)                                               

---





|(continued from previous page)                                                                                                                                        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                      
|Net increase (decrease) in cash and cash equivalents                                                                                                                  
|                                                                                                                                                                      
|Cash and cash equivalents, beginning                                                                                                                                  
|                                                                                                                                                                      
|Cash and cash equivalents, ending                                                                                                                                     
|                                                                                                                                                                      
|                                                                                                                                                                      
|Supplemental disclosures of cash flow information:                                                                                                                    
|Cash paid for income taxes                                                                                                                                            
|Cash paid for interest expense                                                                                                                                        
|                                                                                                                                                                      
|Supplemental disclosures of non-cash investing and financing activities:                                                                                              
|The Company issued 443,736 shares of Class A Common Stock tracking stock) in
accordance with the Purchase Agreement  (see Notes 3, 4 and 5) in a non-cash
transaction.
|Write-off of medical investment                                                                                                                                       
|Fair value of warrant issuance                                                                                                                                        

See Notes to the Financial Statements

---



# ST. LAWRENCE SEAWAY
CORPORATION (Audited)

# Notes to Financial
Statements

# 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 accounting principles generally accepted
in the United States of America for financial statement purposes. Under this method,
revenue is recognized when earned and expenses are recognized when incurred.

GOING CONCERN:

The financial statements have been
prepared assuming the Company will continue as a going concern. The Company has incurred
losses of $30,701 and $626,880 for the years ended March 31, 2009 and 2008,
respectively. These losses have significantly weakened the Companys financial
condition and its ability to meet current operating expenses. The Companys working
capital has decreased to $77,916 at March 31, 2009 from $108,617 at March 31,
2008. The appropriateness of using the going concern basis is dependent on, among other
things, the Companys ability to raise additional capital to fund operating losses,
and further reduce operating expenses. The uncertainty of obtaining these goals raises
doubt about the Companys ability to continue as a going concern through
March 31, 2010. The financial statements do not include any adjustments to the
carrying value of the assets and liabilities that might be necessary as a consequence of
these uncertainties.

EARNINGS PER SHARE:

The Company follows Statement of
Financial Accounting Standards (SFAS) No. 128, Earnings Per Share.
SFAS No. 128 simplifies the standards for computing earnings per share (EPS) and
makes them comparable to international EPS standards. Basic EPS is based on the weighted
average number of common shares outstanding for the period, excluding the effects of any
potentially dilutive securities. Diluted EPS reflects the potential dilution that could
occur if securities or other contracts to issue common stock were exercised or converted.
Net income (loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares outstanding during the period.

Basic
and diluted income (loss) per common share was calculated using the following number of
shares:

|                                                                                |  | Year endedMarch 31,
|------------------------------------------------------------------------------- |  | -------------------
|                                                                                |  | 2009               
|                                                                                |  |                    
|Weighted average number of shares outstanding - Common     Basic
   and diluted |  | 518,736            
|                                                                                |  |                    

---



# ST. LAWRENCE SEAWAY
CORPORATION

# NOTE 1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES:

The Company utilizes the asset and
liability method of accounting for deferred income taxes as prescribed by the Statement of
Financial Accounting Standards No. 109 (SFAS 109) Accounting for Income
Taxes. This method requires the recognition of deferred tax liabilities and
assets for the expected future tax consequences of temporary differences between the tax
return and financial statement reporting bases of certain assets and liabilities.

No material deferred tax benefits or
liabilities exist as of the dates of the balance sheets.

CASH AND CASH EQUIVALENTS:

The Company has defined cash as
including cash on hand and cash in interest bearing and non-interest bearing operating
bank accounts. Highly liquid instruments purchased with original maturities of three
months or less are considered to be cash equivalents.

The Company maintains cash balances
at one financial institution at March 31, 2009. The bank account at March 31, 2009 is
insured by the Federal Deposit Insurance Corporation (FDIC) for balances up to $250,000.

USE OF ESTIMATES:

The preparation of financial
statements in accordance with accounting principles generally accepted in the United
States of America 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.

RECENTLY ISSUED
ACCOUNTING PRONOUNCEMENTS:

In April 2009, the Financial
Accounting Standards Board (FASB) issued FASB Staff Position (FSP)
FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial
Instruments(FAS 107-1 and APB 28-1), which amends SFAS No. 107,
Disclosures about Fair Value of Financial Instruments, and APB opinion
No. 28, Interim Financial Reporting, to require disclosures about fair
value of financial instruments in interim as well as in annual financial statements. FSP
FAS 107-1 and ABP 28-1 is effective for interim reporting periods ending after June 15,
2009, which for the Company is the first quarter of fiscal 2010. It is not believed that,
based on the Companys current corporate structure, FSP FAS 107-1 and ABP 28-1 will
have an impact on the Companys financial position, results of operations or cash
flows.

In May 2008, the Financial Accounting
Standards Board (FASB) issued SFAS No. 163, Accounting for Financial
Guarantee Insurance Contracts and interpretation of FASB Statement No.
60. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of premium revenue and claims
liabilities. This statement also requires expanded disclosures about financial guarantee
insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after
December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on
the Companys financial position, statements of operations, or cash flows at this
time.

In May 2008, the Financial Accounting
Standards Board (FASB) issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. SFAS No. 162 sets forth the level of
authority to a given accounting pronouncement or document by category. Where there might
be conflicting guidance between two categories, the more authoritative category will
prevail. SFAS No. 162 will become effective 60 days after the SEC approves the
PCAOBs amendments to AU Section 411 of the AIPCA Professional Standards. SFAS No.
162 has no effect on the Companys financial position, statements of operations, or
cash flows at this time.

---



In March 2008, the Financial
Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities  an amendment of FASB Statement
No. 133. This standard requires companies to provide enhanced disclosures about (a)
how and why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items affect an
entitys financial position, financial performance, and cash flows. This statement is
effective for financial statements issued for fiscal years and interim periods beginning
after November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a material impact
on its financial position, results of operations or cash flows.

In December 2007, the SEC issued
Staff Accounting Bulletin (SAB) No. 110 regarding the use of a simplified
method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term
of plain vanilla share options in accordance with SFAS No. 123 (R),
Share-Based Payment. In particular, the staff indicated in SAB 107 that
it will accept a companys election to use the simplified method, regardless of
whether the company has sufficient information to make more refined estimates of expected
term. At the time SAB 107 was issued, the staff believed that more detailed external
information about employee exercise behavior (e.g., employee exercise patterns by industry
and/or other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a company to
use the simplified method for share option grants after December 31, 2007. The staff
understands that such detailed information about employee exercise behavior may not be
widely available by December 31, 2007. Accordingly, the staff will continue to accept,
under certain circumstances, the use of the simplified method beyond December 31, 2007.
The Company has not yet adopted the simplified method for plain vanilla share
options and warrants, but does not expect it to have a material impact on o the
Companys financial position, results of operations or cash flows.

In December 2007, the FASB issued
SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements an amendment of ARB No. 51. This statement amends ARB 51 to
establish accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity that should
be reported as equity in the consolidated financial statements. Before this statement was
issued, limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were reported in
the consolidated statement of financial position as liabilities or in the mezzanine
section between liabilities and equity. This statement improves comparability by
eliminating that diversity. This statement is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008 (that is,
January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited.
The effective date of this statement is the same as that of the related Statement 141
(revised 2007). It is not believed that this will have an impact on the Companys
financial position, results of operations or cash flows.

In December 2007, the FASB issues
SFAS No. 141(R), Business Combinations, which replaces SFAS No. 141,
Business Combinations, which, among other things, establishes
principles and requirements for how an acquirer entity recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed (including
intangibles) and any non-controlling interests in the acquired entity. SFAS No. 141(R)
applies prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after December
15, 2008. The Company is currently evaluating what impact the adoption of SFAS No. 141(R)
will have on the financial statements.

In February 2007, the FASB issued
SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities,including an amendment of FASB Statement No. 115 (SFAS 159), which
permits entities to choose to measure many financial instruments and certain items at fair
value. Unrealized gains and losses on items for which this option has been elected are
reported in earnings. The provisions of SFAS No. 159 are effective for fiscal years
beginning after November 15, 2007. The Company is currently assessing the impact of SFAS
159 on its financial statements.

In July 2002, the Public Company
Accounting Reform and Investor Protection Act of 2002 (the Sarbanes-Oxley Act) was
enacted. Section 404 stipulates that public companies must take responsibility for
maintaining an effective system of internal control. Section 404(a) of the Act requires
public companies to report on the effectiveness of their control over financial reporting
and Section 404(b) requires public companies to obtain an attest report from their
independent registered public accountant about managements report. The Company is
not required to comply with section 404(a) of the Act until the fiscal year ending March
31, 2010.

---



The Company has implemented all new
accounting pronouncements that are in effect and that may impact its financial statements
and does not believe that there are any other new accounting pronouncements that have been
issued that might have a material impact on its financial position or results of
operations.

CONCENTRATIONS OF CREDIT
RISK:

The Companys financial
instruments that are exposed to concentrations of credit risk consist primarily of cash
and cash equivalents.

FAIR VALUE OF FINANCIAL INSTRUMENTS:

SFAS no. 107, Fair Value of
Financial Instruments, requires disclosure of the fair value of financial
instruments for which the determination of fair value is practicable. SFAS No. 107
defines the fair value of a financial instrument as the amount at which the instrument
could be exchanged in a current transaction between willing parties. The carrying amounts
of the Companys financial instruments (cash and cash equivalents) approximate their
fair value because of the short maturity of these instruments.

STOCK BASED COMPENSATION:

On December 16, 2004, the
Financial Accounting Standards Board (FASB) issued FASB Statement No. 123
(revised 2004), Share-Based Payment (SFAS 123(R)), which is
a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. SFAS
123(R) requires expense for all share-based payments to employees, including grants of
employee stock options, to be recognized in the income statement based on their fair
values. Pro forma disclosure is no longer an alternative. For the Company, this statement
was effective as of April 1, 2006. The Company adopted the modified prospective
method, under which compensation cost is recognized beginning with the effective date. The
modified prospective method recognizes compensation cost based on the requirements of SFAS
123(R) for all share-based payments granted after the effective date and, based on the
requirements of SFAS 123, for all awards granted to employees prior to the effective date
that remain unvested on the effective date. The Company was not required to record any
expenses under SFAS 123(R) for share based awards currently outstanding. However, the
amount of expense recorded under SFAS 123(R) will depend upon the number of share based
awards granted in the future and their valuation.

# NOTE 2 
SHAREHOLDERS EQUITY

All share amounts have been
retrospectively restated to reflect the reduction in par value from $1.00 to $0.01 based
upon authorization by the Companys shareholders (see Note 3). Basic and diluted
earnings per share are computed using the weighted average number of shares of common
stock and common stock equivalents outstanding under the treasury stock method. Common
stock equivalents include all common stock options and warrants outstanding during each of
the periods presented. Earnings per share information associated with the Class A shares
has not been presented as there were no earnings or losses associated with these shares;
accordingly, such per share amounts are nil.

# NOTE 3  PURCHASE
AGREEMENT

The Company entered into a Stock and
Warrant Purchase Agreement (the Purchase Agreement) as of January 10, 2007, as
amended on April 16, 2007 and April 18, 2007, with Bernard Zimmerman & Company, Inc.,
an investment and merchant banking organization (the Investor), pursuant to
which the Investor agreed to purchase: (i) 75,000 shares of the Companys common
stock for a total purchase price of $75,000; and (ii) a ten year warrant for a total
purchase price of $2,500 which permits the Investor to purchase up to 250,000 shares of
the Companys common stock at an exercise price of $1.00 per share (the
Warrant). The Warrant is exercisable immediately. The common stock and the
Warrant were sold to the Investor pursuant to an exemption from registration under Section
4(2) of the Securities Act of 1933, as amended. The common stock that was sold to the
Investor represented at the August 31, 2007 closing of this transaction, and continues to
represent as of the date hereof, approximately 14.5% of the outstanding common stock of
the Company, provided that no changes occur to the number of shares outstanding in
subsequent periods.

---



On July 10, 2007, the shareholders of
the Company approved the transaction outlined in the above paragraph. Integral parts of
the transaction were the following items:

| |  | 1. | The
approval of a proposal to amend and restate, in its entirety, the                Companys
by-laws.
| |  | -- | -------------------------------------------------------------------------------------------------------

| |  | 2. | The
approval of a proposal to reincorporate the                Company in Delaware from
Indiana.
| |  | -- | ------------------------------------------------------------------------------------------------

| |  | 3. | The
approval of a proposal to amend and restate in its entirety the                Companys
Restated Articles of Incorporation, as amended, to, among other                things:
| |  | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a)       
approve the increase in the number of authorized shares of the                Company
from 4,000,000 shares, all of which are Common Stock, to 50,010,000 shares, consisting of
48,500,000 shares of Common Stock, 510,000 shares of a tracking stock known
as Class A Common Stock and 1,000,000 shares of preferred stock, and to decrease the par
value of the Common Stock from One Dollar ($1.00) to One Cent ($0.01);
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
           approve the authorization of 1,000,000 shares of a blank check preferred class
          of stock, par value $0.01; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
           approve the authorization of a non-transferable, non-tradable, non-voting and
          non-certificated tracking stock class of securities known as the
          Class A Common Stock;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 4. |  | The
issuance of the tracking stock known as the Class A Common Stock
               to the Record Holders in connection with, and upon consummation of the
               transaction described above, which closed after the distribution of the
Class A                Common Stock to existing shareholders, and, as such, the Investor
received no                tracking stock.
| |  | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Immediately prior to the August 31,
2007 closing under the Purchase Agreement, the Company reincorporated in Delaware via
statutory merger and issued to all stockholders of record as of that date a tracking stock
evidencing the Companys medical investments. The tracking stock, designated as Class
A Common Stock, is non-voting, non-saleable, non-transferable, non-certificated and held
in book-entry form only. The Purchase Agreement contemplates no issuance of Class A Common
Stock to the Investor in connection with the Investors acquisition of the
Companys common stock and the Warrant on August 31, 2007. No person who acquires
common stock of the Company after August 31, 2007 shall be issued or be entitled to the
benefits of the tracking stock.

---



# NOTE 4  MEDICAL
INVESTMENTS

In periods prior to March 31, 2007,
the Company made certain investments in two medical research organizations. Reference is
made to the Companys 10-KSB for the fiscal year ending March 31, 2007 for a full
description of the two medical investments. The investment in New York University Research
was written off the Companys books in the fiscal year ended March 31, 2005 as having
no value. As a result of the Purchase Agreement (see Note 3), the Companys
investment in T3 Therapeutics was written off in the six months ended September 30, 2007.
In accordance with the Purchase Agreement, a Class A common stock (a tracking
stock) was issued to all Company stockholders of record except the Investor on August 31,
2007, the closing date of that transaction. All subsequent stockholders will not be
entitled to receive any shares or benefits of the tracking stock, which is
non-certificated, non-voting, non-transferable and non-saleable, and will be held only in
book entry form in the records of the Companys transfer agent. Any funds or other
remuneration received from this investment will inure only to those persons who were
stockholders of record, with the exception of the Investor, on August 31, 2007. Therefore,
this investment is deemed to not have any current value and $83,400 was written off the
Companys financial statements as at the six months ended September 30, 2007.
However, the Class A common stock (the Tracking Stock) that was allocated to
the shareholders of the Company on August 31, 2007 will continue to be maintained on the
books of the Company at the office of the Companys registrar and transfer agent
until such time as the Medical Investment is liquidated, permanently impaired or deemed
worthless. At August 31, 2007, March 31, 2008, and March 31, 2009, there were 443,736
shares of Class A Common Stock issued and outstanding.

# A reconciliation of the
medical investment is as follows:

|Balance March 31, 2005 (as restated)         | $ | 680,000   | 
|-------------------------------------------- | - | --------- | 
|Add: Follow-on investment, November 16, 2005 | $ | 50,000    | 
|Subtotal                                     | $ | 730,000   | 
|Less:                                        |   |           | 
|Impairment loss                              | $ | (630,000) | 
|Equity in Loss of T3 Therapeutics            | $ | (16,600)  | 
|Balance, March 31, 2007                      | $ | 83,400    | 
|Write off at September 30, 2007              | $ | (83,400)  | 
|                                             |  
|Balance at March 31, 2009 and 2008           | $ | -0-       | 
|                                             |  

As of August 31, 2007, the date of
the closing of the transactions contemplated by the Purchase Agreement, Mr. Edward B.
Grier, a current member of the Companys board of directors, was a 2.5% owner of T-3
Therapeutics and had an option to purchase an additional ownership interest of
approximately 2.5%, both of which he continues to own.

---



# NOTE 5  FAIR VALUE
OF COMMON STOCK AND COMMON STOCK WARRANTS

The transaction entered into by the
Company and the Investor on August 31, 2007 (see Note 3) required the Company to issue
250,000 Warrants to the Investor, exercisable immediately, with an exercise price of $1.00
per warrant. The Warrants were sold to the Investor for $0.01 per warrant. With regard to
the sale and issuance of 75,000 common shares, the Company recorded such sale at fair
value, which the Company believes to be $1.00 (the price paid by the Investor).

In accordance with FASB 123R, the
Company calculated the estimated fair value of warrants utilizing a Black-Scholes model.
The assumptions used in the Black-Scholes model are based on the date the warrants are
granted. The risk-free rate is based on US Treasury securities with a remaining term which
approximates the estimated life assumed at the date of grant. The expected life until
exercise was based on managements estimate and the warrants ten year life. The
following table includes the assumptions used in estimating fair values and the resulting
weighted average fair value of warrants issued as part of the Purchase Agreement:

| | Risk free rate         |  | 4.54%   
| | ---------------------- |  | --------
| | Warrant term           |  | 10 years
| | Expected dividend rate |  | none    
| | Expected volatility    |  | 150%    

Based on the Black-Scholes valuation
method, the warrants were determined to have an estimated fair value of $1.98 per warrant
at issuance. Accordingly, the Company recorded the difference between the estimated fair
value of the warrant $495,000 and the cost of the warrant $2,500 as compensation expense
and a corresponding increase to accumulated paid-in capital.

# NOTE 6  INCOME
TAXES

At March 31, 2009 the Company had a
net operating loss carry-forward for income tax reporting purposes of approximately $
970,000 to be offset against future taxable income through 2028. Current tax laws limit
the amount of loss available to be offset against taxable future taxable income when a
substantial change in ownership occurs. Therefore, the amount available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carry-forwards will expire unused. Accordingly, the potential tax benefits of the loss
carry-forward are offset by a valuation allowance of the same amount.

|                     |  | March 31,
|-------------------- |  | ---------
|                     |  | 2009     
|                     |  |          
|Net Operating Losses |  | 970,000  
|Valuation Allowance  |  | (970,000)
|                     |  |          
|                     |  |         

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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.

| |                         | ST. LAWRENCE SEAWAY CORPORATION
| | ----------------------- | -------------------------------
| |                         |                                
| |                         | By:                            
| |                         |                                
| |                         |                                
| |                         |                                
| |                         |                                
| |                         |                                
| | Date:      June 8, 2009

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        
|----------------- |  | ------------------------------------------------------------------------------------- |  | ------------
|                  |  |                                                                                       |  |             
|                  |  | President, Chairman of the Board, Chief Executive Officer and Chief Financial Officer |  |             
|                  |  |                                                                                       |  |             
|Bernard Zimmerman |  |                                                                                       |  | June 8, 2009

|/s/ Ronald A. Zlatniski |  | Director |  |             
|----------------------- |  | -------- |  | ------------
|                        |  |          |  |             
|Ronald A. Zlatniski     |  |          |  | June 8, 2009

|                |  | Secretary and Director |  |             
|--------------- |  | ---------------------- |  | ------------
|                |  |                        |  |             
|Duane L. Berlin |  |                        |  | June 8, 2009

|/s/ Edward B. Grier III |  | Director |  |             
|----------------------- |  | -------- |  | ------------
|                        |  |          |  |             
|Edward B. Grier III     |  |          |  | June 8, 2009

---