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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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# FORM 10-KSB

|(Mark One) |                                                                                   | 
|---------- | --------------------------------------------------------------------------------- | 
||X|        | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934     | 
|           |                                                                                   | 
|           | FOR THE FISCAL YEAR ENDED MARCH 31, 2008                                          | 
|           |                                                                                   | 
|           | 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)           | 

| | (203) 853-8700              | 
| | --------------------------- | 
| |                             | 
| | (Issuer's telephone number) | 

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

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Securities registered under Section 12(g) of the Exchange Act:Common Stock par value $0.01 per share

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Check
whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act.    |_|

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

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

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|

The
issuer's revenues for its fiscal year ended March 31, 2008 were $3,554.

The
aggregate market value of common stock held by non-affiliates of the issuer as of March
31, 2008 was approximately $466,650.

The
number of shares of common stock of the issuer outstanding as of March 31, 2008 was
518,736.

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

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ST. LAWRENCE SEAWAY CORPORATIONFORM 10-KSB INDEX

|                                                                                                                                | PAGE 
|------------------------------------------------------------------------------------------------------------------------------- | -----
|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                                                                  | 3    
|Item 6 - Management's Discussion and Analysis and Plan of Operation                                                             | 3-5  
|Item 7 - Financial Statements                                                                                                   | 13-25
|Item 8 - Changes in Registrant's Certifying Accountant                                                                          | 5-6  
|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                 | 8-9  
|Item 12 - Certain Relationships and Related Transactions                                                                        | 10   
|Item 13 - Exhibits                                                                                                              | 11   
|Item 14 - Principal Accountant Fees and Services                                                                                | 12   
|SIGNATURES                                                                                                                      | 26   

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# 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 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 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 8K
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 Messrs. 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, 2008 and 2007, the Company did not own any real estate.

# 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 2008 and 2007,
as reported by the OTC Bulletin Board. The common stock is quoted under the ticker symbol
STLS.OB. Such price data reflects inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.

|Fiscal Year Ended
March 31 |  | Quarter |  | High  |  | Low  
|-------------------------- |  | ------- |  | ----- |  | -----
|                           |  |         |  |       |  |      
|2008                       |  | First   |  | $4.30 |  | $2.25
|                           |  | Second  |  | $2.50 |  | $1.80
|                           |  | Third   |  | $2.45 |  | $1.60
|                           |  | Fourth  |  | $1.60 |  | $1.45
|                           |  |         |  |       |  |      
|2007                       |  | First   |  | $6.85 |  | $1.30
|                           |  | Second  |  | $4.50 |  | $3.00
|                           |  | Third   |  | $7.95 |  | $3.00
|                           |  | Fourth  |  | $4.30 |  | $4.26

On
May 28, 2008 the last sale price was $1.25.

Number
of Stockholders. As of May 1,, 2008, there were approximately 1,180 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, 2008 and 2007
          and no cash dividends are expected to be paid in the foreseeable future.

# Item 6 
Managements Discussion and Analysis and Plan of Operation.

You
should read the following discussion and analysis of the Companys financial
condition and results of operations together with the Companys financial statements
and related notes included 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.

Results of Operations for the year
ended March 31, 2008 as compared to the year ended March 31, 2007.

Interest
and dividend income decreased to $3,554 for the year ended March 31, 2008 as compared
to $5,596 for the year ended March 31, 2007, a decrease of $2,042. This decrease is
attributable to lower cash balances invested during a portion of fiscal year ended March
31, 2008 as compared to the fiscal year ended March 31, 2007 and lower interest rates
received.

---



General
and administrative expenses decreased to $54,534 for the year ended March 31, 2008 as
compared to $94,654 for the year ended March 31, 2007. The decrease in general and
administrative expenses is primarily due to a decrease in professional fees partially
offset by an increase in operating and stockholder expenses.

No
income tax was paid for the fiscal years ended March 31, 2008 and March 31, 2007.

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-off 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 Note 3 to the financial statements).

Please
refer to Page 16 of the Financial Statements for full details of the Statement of
Operations for the years ended March 31, 2008 and 2007.

# Liquidity and Capital
Resources

Please
see Recent Developments, Page 1 and Note 3 to the Financial Statements of this
Form 10-KSB 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. The Company does not have a formal
arrangement with any bank or financial institution with respect to the availability of
financing in the future.

As
a result of the above items, the Company had a loss of $(626,880) before provision for
income taxes for the fiscal year ended March 31, 2008 as compared to a loss of $(95,658)
before provision for income taxes for the fiscal year ended March 31, 2007.

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 account policy, among others,
affect its more significant judgments and estimates used in the preparation of the
financial statements.

Recent
Issued Accounting Pronouncements. See PART I, Item 7, Financial Statements and
accompanying notes thereto.

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-KSB.

# Item 8  Changes in
Registrants Certifying Accountant.

On
December 31, 2007, St. Lawrence Seaway Corporation (the Company) accepted the
resignation of its previous independent accountants, Mahoney, Sabol & Company, LLP
(the Previous Accounts), 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

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

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

# Item 8B 
Other Information

Not
applicable.

# 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, 2008, 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   |  | 75  |  | Chairman of the Board, Chief Executive Officer, President, and Principal Financial Officer | 
| | Duane L. Berlin     |  | 49  |  | Secretary and Director                                                                     | 
| | Ronald A. Zlatniski |  | 44  |  | Director                                                                                   | 
| | Edward B. Grier III |  | 50  |  | 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 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,  representing numerous 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 has
significant holdings in a number of publicly traded companies, including at the 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.

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, 2008 and amendments thereto furnished to the Company           with
respect to the fiscal year ended March 31, 2008, 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, 2008.

# Item 10 
Executive Compensation.

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, 2008, and 2007.

During
the fiscal year ended March 31, 2005, the Company paid to Jack C. Brown, its then
Secretary and a Director, a monthly fee of $500 for administrative services that he
renders to the Company. Such fee is on a month to month arrangement. During the fiscal
years ended March 31, 2008, 2007 and 2006, no such fee was paid in an effort to
conserve cash balances and reduce operating expenses.

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, 2008 and 2007. No options or stock
appreciation rights were granted in the fiscal year ended March 31, 2008 and 2007. 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, 2008 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, 2008. There are currently no outstanding stock
options outstanding.

Long-Term
Incentive Plans - Awards in Fiscal Year Ended March 31, 2008. 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 2008
and 2007.

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, 2008 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, 2008, 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

|Name and Address ofBeneficial Owner                       | Amount ofBeneficialOwnership | Percent ofClass | 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, 2008, regarding stock ownership of all persons known by St Lawrence Seaway
Corporation to own beneficially more than 5% of the Companys outstanding common
stock, and named executives, all directors, and all directors and officers of St. Lawrence
as a group:

|Name and Address ofBeneficial Owner                                                                              | Amount ofBeneficialOwnership | Percent ofClass | 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.

|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 were
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. 3-4 of this Form 10-KSB. 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 Rule 13a-14(a).
|------ | ------------------------------------------------------------------------------------------------------------------

|(32.1) | Certification by Chief Executive Officer and Principal Financial Officer
          Pursuant to 18 U.S.C. Section 1350.
|------ | ----------------------------------------------------------------------------------------------------------------------

---



# 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 will bill the Company $3,000 for the audit of the
Companys financial statements to be included in the Companys 10KSB for the
year ended March 31, 2008. Braver will also bill 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.

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 2006:

|                    |   | 2007  |   | 2006  
|------------------- | - | ----- | - | ------
|Audit Fees:         | $ | 7,000 | $ | 11,400
|Audit-Related Fees: | $ | 5,512 | $ | 4,000 
|Tax Fees:           | $ |      | $ | 1,200 
|All Other Fees:     | $ |      | $ |      

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

---



# Item 7

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, 2008
and the related statements of operations, shareholders equity, and cash flows for
the year 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. The financial statements of St. Lawrence Seaway
Corporation, as of March 31, 2007, were audited by other auditors whose report dated June
25, 2007, expressed an unqualified opinion on those statements.

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 2008 financial
statements referred to above present fairly, in all material respects, the financial
position of St. Lawrence Seaway Corporation as of March 31, 2008 and the results of
its operations and cash flows for the year 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 2009 to fund continuing
operations. These items raise substantial doubt about the Companys ability to
continue as a going concern through March 31, 2009. 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

May 30, 2008

---



Report of
Independent Registered Public Accounting Firm

To the Board of Directors
and Shareholders of The St.
Lawrence Seaway CorporationIndianapolis, Indiana

We have audited the accompanying
balance sheets of The St. Lawrence Seaway Corporation (the Company) as of March 31, 2007
and 2006, 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 financial
statements referred to above present fairly, in all material respects, the financial
position of The St. Lawrence Seaway Corporation as of March 31, 2007 and 2006 and the
results of its operations and 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 2008 to fund continuing
operations. These items raise substantial doubt about the Companys ability to
continue as a going concern through March 31, 2008. Managements plans in regards to
these matters are also described in Notes 1 and 7. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ Mahoney Sabol &
Company, LLP

Certified Public
AccountantsGlastonbury, Connecticut

June 25, 2007

---



ST.
LAWRENCE SEAWAY CORPORATIONBALANCE SHEETS

|                                                                                                                                                                |   |             |   |          
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | ---------
|ASSETS                                                                                                                                                          |   | March 31,  
|                                                                                                                                                                |   | 2008        |   | 2007     
|Current assets:                                                                                                                                                 |   |             |   |          
|Cash and cash equivalents                                                                                                                                       | $ | 116,617     | $ | 69,524   
|Accrued interest receivable                                                                                                                                     |   |            |   | 133      
|                                                                                                                                                                |   |             |   |          
|Total current assets                                                                                                                                            | $ | 116,617     |   | 69,657   
|Other assets:                                                                                                                                                   |   |             |   |          
|Medical investment                                                                                                                                              |   |            |   | 83,400   
|                                                                                                                                                                |   |             |   |          
|Total assets                                                                                                                                                    | $ | 116,617     | $ | 153,057  
|                                                                                                                                                                |   |             |   |          
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                                            |   |             |   |          
|Current liabilities:                                                                                                                                            |   |             |   |          
|Accounts payable and accrued expenses                                                                                                                           | $ | 8,000       | $ | 37,561   
|                                                                                                                                                                |   |             |   |          
|Total current liabilities                                                                                                                                       | $ | 8,000       |   | 37,561   
|                                                                                                                                                                |   |             |   |          
|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 at
      3/31/08        and 427,069 at 3/31/07 issued and outstanding           |   | 5,188       |   | 4,271    
|Common stock, Class A (tracking) par value $0.01 per share;        510,000
      authorized; 443,736 at 3/31/08 and 0 at 3/31/07         issued and outstanding |   | 4,437       |   |         
|Additional paid-in capital                                                                                                                                      |   | 1,481,365   |   | 866,718  
|Retained earnings (deficit)                                                                                                                                     |   | (1,382,373) |   | (755,493)
|                                                                                                                                                                |   |             |   |          
|Total shareholders' equity                                                                                                                                      |   | 108,617     |   | 115,496  
|Total liabilities and shareholders' equity                                                                                                                      | $ | 116,617     | $ | 153,057  
|                                                                                                                                                                |   |             |   |          

See notes to financial statements

---



ST. LAWRENCE SEAWAY
CORPORATION STATEMENTS OF
OPERATIONS

|                                                                            |   | YEARS ENDED MARCH 31,
|--------------------------------------------------------------------------- | - | ---------------------
|                                                                            |   | 2008                 
|                                                                            |   |                      
|Revenues:                                                                   |   |                      
|Interest and dividends                                                      | $ | 3,554                
|                                                                            |   |                      
|Total revenues                                                              |   | 3,554                
|Operating costs and expenses:                                               |   |                      
|Equity in loss of Medical Investments                                       |   |                     
|General and administrative                                                  |   | 54,534               
|                                                                            |   |                      
|Total operating expenses                                                    |   | 54,534               
|Other income (expense):                                                     |   |                      
|Write off of Medical Investments                                            |   | (83,400)             
|Fair Value of Warrant Issuance                                              |   | (492,500)            
|                                                                            |   |                      
|Income (loss) before tax provision                                          | $ | (626,880)            
|Provision for income taxes/(tax benefit)                                    |   |                     
|                                                                            |   |                      
|Net income (loss)                                                           | $ | (626,880)            
|                                                                            |   |                      
|Per Share Data:                                                             |   |                      
|Weighted average number of common shares outstanding   basic
   and diluted |   | 480,311              
|                                                                            |   |                      
|Earnings per share:                                                         |   |                      
|Income (loss) per share basic and diluted                                   | $ | (1.31)               

See Notes to Financial Statements

---



ST. LAWRENCE SEAWAY
CORPORATION STATEMENTS OF CHANGES
IN STOCKHOLDERS EQUITY

|                                           | Class A |  | Common Stock |   | Paid-In |   | Accumulated |   | TotalStockholders'
|------------------------------------------ | ------- |  | ------------ | - | ------- | - | ----------- | - | ------------------
|                                           | Shares  |  | Shares       |   | Amount  |   | Capital     |   | Deficit           
|                                          
|Balance, March 31, 2006 (audited)          |         |  | 410,402      | $ | 4,104   | $ | 816,884     | $ | (659,835)         
|                                          
|Net loss for the Year
ended March 31, 2007 |         |  |              |   |         |   |             | $ | (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 |         |  |              |   |         |   |             | $ | (626,880)         
|                                          
|Balance
March 31, 2008 (audited)           | 443,736 |  | 518,736      | $ | 9,625   |   |             | $ | (1,382,373)       
|                                          

See Notes to Financial Statements

---



ST. LAWRENCE SEAWAY
CORPORATION STATEMENTS OF CASH
FLOWS

|                                                                          |  |                     |           |                |   |          
|------------------------------------------------------------------------- |  | ------------------- | --------- | -------------- | - | ---------
|                                                                          |  | For the Years Ended
|                                                                          |  | March 31, 2008      |           | March 31, 2007
|                                                                          |  |                    
|Cash flows from operating activities                                      |  |                     |           |                |   |          
|Net Income (Loss)                                                         |  | $                   | (626,880) |                | $ | (95,658) 
|Adjustments to reconcile net income to net cash from operating
activities |  |                     |           |                |   |          
|Equity in loss of Medical Investments                                     |  |                     |          |                |   | 6,600    
|Write-off of medical investment                                           |  |                     | 83,400    |                |   |         
|Fair value of warrant issuance                                            |  |                     | 492,500   |                |   |         
|(Increase) Decrease in current assets:                                    |  |                     |           |                |   |          
|Interest and other receivables                                            |  |                     | 133       |                |   | 42       
|(Increase) Decrease in other assets                                       |  |                     |          |                |   |         
|(Decrease) Increase in current liabilities:                               |  |                     |           |                |   |          
|Accounts payable                                                          |  |                     | (29,561)  |                |   | (14,439) 
|                                                                          |  |                    
|Net cash used in operating activities                                     |  | $                   | (80,408)  |                | $ | (103,455)
|                                                                          |  |                    
|Cash flows from investing activities:                                     |  |                     |           |                |   |          
|Net cash from investing activities                                        |  | $                   |          |                | $ |         
|                                                                          |  |                    
|Cash flows from financing activities                                      |  |                     |           |                |   |          
|Exercise of stock warrants                                                |  |                     | 50,001    |                |   | 50,001   
|Sale of common stock and warrants (see Note 3 and 6)                      |  |                     | 77,500    |                |   |         
|                                                                          |  |                    
|Net cash from financing activities                                        |  | $                   | 127,501   |                | $ | 50,001   
|                                                                          |  |                    
|(Continued)                                                              

---





|                                                                                                                                                                            |  |   |         |  |   |         
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------- |  | - | --------
|Net increase (decrease) in cash and cash equivalents                                                                                                                        |  |   | 47,093  |  |   | (53,454)
|Cash and cash equivalents, beginning                                                                                                                                        |  |   | 69,524  |  |   | 122,978 
|                                                                                                                                                                            |  |  
|Cash and cash equivalents, ending                                                                                                                                           |  | $ | 116,617 |  | $ | 69,524  
|                                                                                                                                                                            |  |  
|                                                                                                                                                                            |  |   |         |  |   |         
|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 and 4) in a non-cash transaction. |  |   |         |  |   |         
|Equity in loss of Medical Investments                                                                                                                                       |  | $ |        |  | $ | 6,600   
|Write-off of medical investment                                                                                                                                             |  | $ | 83,400  |  | $ |        
|Fair value of warrant issuance                                                                                                                                              |  | $ | 492,500 |  | $ |        

See Notes to the Financial Statements

---



# ST. LAWRENCE SEAWAY
CORPORATION

# NOTE 1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

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

BASIS OF PRESENTATION:

The accounts are maintained on the
accrual method of accounting in accordance with 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 $626,880 and $95,658 for the years ended March 31, 2008 and 2007,
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 increased to $108,617 at March 31, 2008 from $32,096 at March 31,
2007. 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, 2009. 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,
unless doing so would be antidilutive. 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,
|------------------------------------------------------ |  | -------------------
|                                                       |  | 2008               
|                                                       |  |                    
|Weighted average number of shares outstanding - Common |  | 480,311            
|                                                       |  |                    

---



# 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 maintained cash balances
at financial institutions (a bank and a brokerage firm) at March 31, 2007. The bank
account at March 31, 2008 is insured by the Federal Deposit Insurance Corporation (FDIC)
for balances up to $100,000. The brokerage account was not insured. At various times
throughout the year, cash balances exceeded FDIC limits. At March 31, 2008 and 2007,
the Company had uninsured cash balances totaling $16,617 and $68,911 respectively.

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

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 noncontrolling 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.

CONCENTRATIONS OF CREDIT
RISK:

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

---



# ST. LAWRENCE SEAWAY
CORPORATION

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

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® 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.

---



# ST. LAWRENCE SEAWAY
CORPORATION

# NOTE 3  PURCHASE
AGREEMENT (CONTINUED)

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 nine months ended December 31, 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

---



# ST. LAWRENCE SEAWAY
CORPORATION

# NOTE 4  MEDICAL
INVESTMENTS (CONTINUED)

the Medical Investment is liquidated,
permanently impaired or deemed worthless. At August 31, 2007 and March 31, 2008, 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, 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  NEW
ACCOUNTING POLICY  SHARE BASED AWARDS

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 is effective
and was adopted as of April 1, 2006. The Company has 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 for all awards
granted to employees prior to the effective date that remain unvested on the effective
date.

Prior to the effective date, the
Company accounted for stock-based compensation granted to employees and directors under
Accounting Principles Board (APB) Opinion No. 25 Accounting for Stock
Issued to Employees and related interpretations as permitted by SFAS 123.
Accordingly, because the exercise price of the options equaled the fair value of the
underlying shares at the date of grant, no compensation cost was recognized by the Company
for stock based compensation. As required by SFAS 123, the Company presented certain
pro-forma information for stock-based compensation in the notes to the financial
statements.

Effective April 1, 2006, the Company
adopted the fair-value recognition provisions of SFAS 123R, using the modified-prospective
transition method. Under this transition method, stock-based compensation cost will be
recognized for all share based payments issued after April 1, 2006. Such compensation cost
would include the estimated expense for the portion of the vesting period after April 1,
2006 for share-based payments granted prior to, but not vested as of April 1, 2006, based
on the grant date fair value estimated in accordance with SFAS 123. Results from prior
periods have not been restated, as provided under the modified-prospective method. Except
for the share and warrant transactions detailed herein, the Company had no additional
issuances of share based awards requiring disclosure under FASB 123R as of and for the
periods ended December 31, 2008 and 2007.

---



# ST. LAWRENCE SEAWAY
CORPORATION

# NOTE 6  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 vale 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 7  INCOME
TAXES

At March 31, 2008 the Company had a
net operating loss carry-forward for income tax reporting purposes of approximately
$721,000 to be offset against future taxable income through 2026. 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,  
|-------------------- | - | -----------
|                     |   | 2008       
|                     |   |            
|Net Operating Losses | $ | 1,100,000  
|Valuation Allowance  |   | (1,100,000)
|                     |   |            
|                     | $ | - 0 -      
|                     |   |            

---



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 19, 2008

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 |  | June  19, 2008
|                  |  |                                                                                       |  |               
|Bernard Zimmerman |  |                                                                                       |  |               

|/s/ Ronald A. Zlatniski |  | Director |  | June 19, 2008
|----------------------- |  | -------- |  | -------------
|                        |  |          |  |              
|Ronald A. Zlatniski     |  |          |  |              

|                |  | Secretary and Director |  | June 19, 2008
|--------------- |  | ---------------------- |  | -------------
|                |  |                        |  |              
|Duane L. Berlin |  |                        |  |              

|/s/ Edward B. Grier III |  | Director |  | June 19, 2008
|----------------------- |  | -------- |  | -------------
|                        |  |          |  |              
|Edward B. Grier III     |  |          |  |              

---