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

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

                                              FORM 10-K

   [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                      For the fiscal year ended March 31, 2004 or ____________


   [_]  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


   For the transition period from _____________ to ____________


                                   Commission file number: 0-2040


                                 THE ST. LAWRENCE SEAWAY CORPORATION
                       ------------------------------------------------------
                       (Exact Name of Registrant as Specified in its Charter)


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


   320 N. Meridian St., Suite 818
           Indianapolis, Indiana                                                  46204
---------------------------------------                                        ----------
(Address of Principal Executive Offices)                                       (Zip Code)


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

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

                     Securities registered pursuant to Section 12(g) of the Act:

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

     Indicate by check mark whether the registrant:  (1) has filed all reports  required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of  delinquent  filers  pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained,  to the best of registrant's  knowledge,  in
definitive proxy or information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes [X] No [ ]

     Indicate by check mark whether the registrant is an  accelerated  filer (as defined in Exchange
Act Rule 12b-2). Yes [ ] No [X]

     The  aggregate  market value of common stock held by  non-affiliates  of the  registrant  as of
September 30, 2003 was approximately $507,419.

     The number of shares of common  stock of the  registrant  outstanding  as of June 28,  2004 was
393,735.

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

---

`THE ST. LAWRENCE SEAWAY CORPORATION

                                               PART I


ITEM 1 - BUSINESS

    The St. Lawrence Seaway Corporation (the "Company") is an Indiana corporation organized on March
31, 1959. Prior to 1998, the Company  principally engaged in farming,  timber,  harvesting and other
traditional  agricultural  activities.  The  Company  is  currently  engaged  in  investing  in drug
development  programs  and in  evaluating  other  alternatives  to its  former  business,  including
continuing its evaluation of operating companies for acquisition,  merger or investment. Pending any
such  transaction,  the  Company  will  continue  its  practice  of  maintaining  any cash assets in
relatively liquid interest/dividend bearing money market investments.  Eventually such assets may be
used for an acquisition or for a partial payment of an acquisition or for the  commencement of a new
business. In the event the follow-on  contribution of $750,000 in T3 Therapeutics LLC is required to
be made following preliminary FDA approval,  the Company will need to raise additional funds to meet
its  obligation,  either through  borrowings or the issuance of additional  equity  interests in the
Company.

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

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

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


                                                 2`

---

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

    The initial formulation  research conducted by West  Pharmaceuticals for the Development Company
has been completed and two prototype  formulations have been developed.  Initial prototype stability
studies have been completed,  but the prototypes exhibited some instability at high temperatures and
high  humidity.  Large animal  trials as proof of concept are expected to begin late summer 2004 and
conclude in the fall of 2004.  Discussions between the Development Company and a large biotechnology
company concluded  unsuccessfully with no minority investment agreement being reached.  However, the
Development Company continues to search for and have discussions with pharmaceutical  companies that
through a licensing agreement would provide  manufacturing,  marketing and distribution services for
the Development Company's thyroid and cardiovascular protocols.

    ACTIVITIES  DURING  FISCAL YEAR 2001.  During part of the fiscal year ended March 31, 2001,  the
Company was still the record  owner of one parcel of  agricultural  real estate in Northern  Indiana
comprising  approximately 195 acres. This real estate, known as Schleman Farm, was primarily devoted
to farming  activities under the cash lease method of operation.  The cash lease method of operation
involves the leasing of the property to farmers who are directly  responsible  for the  operation of
the farm and who paid the  Company a rental  fee  covering  a  ten-month  period  for the use of the
property for farming and related activities. The Company generally received these rental payments at
one time or in  semi-annual  installments.  Real  estate  taxes and other  minor  expenses,  such as
insurance, were the responsibility of the Company in some instances.

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

    On February 23, 2000, the Company  conducted a real estate  auction and entered into  definitive
purchase and sale agreements with seven non-affiliated, individual purchasers for the sale of all of
the Company's  remaining  agricultural real estate in Northern Indiana.  The real estate was sold at
auction for an  aggregate  gross sales price of  $567,500.  Halderman  assisted the Company with the
auction  of the  Schleman  Farm and  received  a 5%  commission  on the sale  thereof,  as well as a
co-broker's  fee on the sale of one parcel.  Advertising  expenses for the auction paid by Halderman
were reimbursed thereto by the Company from the proceeds of the sale of the property. At closing, an
aggregate  $13,225  price  reduction  was made due to  acreage  corrections  revealed  by the survey
delivered at closing and due to deletion  from the sale  property of an  electrical  substation  not
owned by the Company.  All sales were closed as of June 14, 2000,  and net proceeds of $506,510 were
delivered to the Company as of that date.

    FINANCING  ARRANGEMENTS.  The  Company  currently  has no debt for  borrowed  funds  or  similar
obligations  or  contingencies.  The Company may incur debt of an  undetermined  amount to effect an
acquisition or commence a new business. The Company does not have a formal arrangement with any bank
or financial  institution with respect to the availability of financing in the future.  In the event
the follow-on  contribution of $750,000 in the Development  Company is required to be made following
preliminary FDA approval,  the Company will need to raise  additional  funds to meet its obligation,
either through borrowings or the issuance of additional equity interests in the Company.


                                                 3`

---

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

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

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

ITEM 2 - PROPERTIES.

    At March 31, 2004, the Company did not own any real estate.

ITEM 3 - LEGAL PROCEEDINGS.

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

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

    Not applicable.

                                               PART II

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

    Market  Information.  The  Company's  common  stock is not  currently  listed for trading on any  exchange.  The
following  table sets forth the high and low sales price for each quarterly  period during the fiscal years 2004 and
2003,  as reported by the OTC  Bulletin  Board.  The common  stock is quoted  under the ticker  symbol  "STLS." Such
price data reflects  inter-dealer  prices,  without  retail  mark-up,  mark-down or commission and may not represent
actual transactions.

----------------------- --------------------- --------------------- -----------------------

     Fiscal Year              Quarter                High                    Low

----------------------- --------------------- --------------------- -----------------------
         2004                  First                 $2.00                  $1.20
----------------------- --------------------- --------------------- -----------------------
                               Second                $1.60                  $1.25
----------------------- --------------------- --------------------- -----------------------
                               Third                 $3.80                  $1.30
----------------------- --------------------- --------------------- -----------------------
                               Fourth                $2.75                  $2.05
----------------------- --------------------- --------------------- -----------------------
         2003                  First                 $4.50                  $2.40
----------------------- --------------------- --------------------- -----------------------
                               Second                $2.75                  $2.30
----------------------- --------------------- --------------------- -----------------------
                               Third                 $2.95                  $2.00
----------------------- --------------------- --------------------- -----------------------
                               Fourth                $2.75                  $2.00
----------------------- --------------------- --------------------- -----------------------


                                                 4`

---

`SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN



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


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

    NUMBER OF STOCKHOLDERS. As of June 25, 2004, there were approximately 1,200 holders of record of
the Company's common stock.



                                                 5`

---

`ITEM 6 - SELECTED FINANCIAL DATA

    The following table sets forth selected financial  information with respect to the Company at or
for the five fiscal years ended March 31, 2004.  All  information  set forth in the following  table
should be read in connection with "Management's  Discussion and Analysis of Financial  Condition and
Results of Operations" and in conjunction with the Company's audited Financial  Statements and Notes
thereto appearing elsewhere in this Report.

                                                      For the Fiscal Year Ended March 31,
                                 -----------------------------------------------------------------------
                                     2004           2003          2002           2001           2000
                                 ------------  ------------- -------------  -------------  -------------
Revenues:                                                      (restated)
Farm rentals....................   $      --      $      --       $    --      $      --      $  8,208
Interest & dividends............       2,531          9,205        39,227         79,540        49,244
Sales of land...................          --             --            --        392,235            --
                                  ----------     ----------    ----------     ----------    ----------
   Total revenues...............       2,531          9,205        39,227        471,775        57,452
                                  ----------     ----------    ----------     ----------    ----------
Costs & Expenses:
Farm related operating costs....          --             --            --             --           833
Depreciation....................          --             --            --             --         1,111
Research investment-NYU                   --             --       200,000             --            --
Consulting fees.................       6,000         17,000         6,000          6,000         6,000
General and administrative......      95,055         99,543       124,888         85,585        88,034
                                  ----------     ----------    ----------     ----------    ----------
   Total operating expenses.....     101,055        116,543       330,888         91,585        95,978
Income (loss) before income
   taxes........................     (98,524)      (107,338)     (291,661)       380,190       (38,526)
Income tax expense (benefit)....         124             --           449          7,594           573
                                  ----------     ----------    ----------     ----------    ----------
   Net income (loss)............    $(98,648)     $(107,338)    $(292,110)     $ 372,596     $ (39,099)
                                  ===========     ==========    ==========     ==========    ==========
Income (loss) per common share..     $ (0.25)       $ (0.27)      $ (0.74)       $   0.95       $ (0.10)
                                  ===========     ==========    ==========     ==========    ===========
Weighted average number of
   common shares outstanding....     393,735        393,735       393,735        393,735        393,735


                                                              At March 31,
                                 ------------------------------------------------------------------------
                                    2004           2003           2002           2001            2000
                                 -----------  -------------  -------------  -------------   -------------
Balance Sheet Data:                             (restated)     (restated)
Total assets....................   $996,302     $1,204,878     $1,400,214     $1,491,692      $1,123,040
Total liabilities...............     17,547        127,475        215,473         14,841          18,785
Shareholders' equity............    978,755      1,077,403      1,184,741      1,476,851       1,104,255


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

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

    RESTATEMENT.  The Company is restating its financial  statements for the first, second and third
quarters of fiscal 2004 and for the year ended March 31, 2003.  The  restatement is reported in this
Annual Report on Form 10-K and will be reported in amendments to the Company's  Quarterly Reports on
Form 10-Q for the quarterly periods ended June 30, 2003, September 30, 2003 and December 31, 2003.

    The Company is restating its financial statements as it has determined that the Research Funding
Agreement  with  the  New  York  University  School  of  Medicine,  originally  accounted  for as an
investment,  should be treated as research and development costs and expensed accordingly,  pursuant
to  paragraph  12 of SFAS No. 2,  "Accounting  for Research and  Development  Costs."  Therefore,  a
$200,000 charge has been included in the statements of income for the year ended March 31, 2002.


                                                 6`

---

`FUNDING  AGREEMENTS.  Please see "Item 1 - Business - Research  Funding"  for a  description  of
developments  relating to funding  agreements that the Company entered into in the fourth quarter of
fiscal 2002 and the first quarter of fiscal 2003.

    RESULTS OF  OPERATIONS  FOR THE FISCAL  YEAR ENDED MARCH 31, 2004 AS COMPARED TO THE FISCAL YEAR
ENDED MARCH 31, 2003

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

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

    General and administrative  expenses decreased by $25,345,  or 4.5%, from $99,543 for the fiscal
year ended March 31, 2003 to $95,055 for the fiscal year ended March 31, 2004.  The higher amount of
general and  administrative  expenses in the fiscal  year ended March 31, 2003 is due  primarily  to
increased  professional  fees related to the  negotiation  of the joint venture  agreement  with the
Development  Company,  with the decrease in  professional  fees  partially  offset by an increase in
transfer agent fees, annual meeting expenses and higher office rent and operations costs in 2004.


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

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



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

    Income tax paid for the fiscal year ended March 31, 2004 was $124,  as compared to no income tax
paid for the fiscal year ended March 31, 2003.

    RESULTS OF  OPERATIONS  FOR THE FISCAL  YEAR ENDED MARCH 31, 2003 AS COMPARED TO THE FISCAL YEAR
ENDED MARCH 31, 2002 (restated).


                                                 7`

---

`Interest and dividend income  decreased by $30,022,  or 76.5%,  from $39,227 for the fiscal year
ended  March 31,  2002 to $9,205 for the fiscal  year  ended  March 31,  2003.  This  decrease  is a
primarily a result of lower cash balances  during the period due to the use of a significant  amount
of the  Company's  cash  in the T3  Therapeutics  joint  venture  and in the  NYU  Research  Funding
Agreement, as well as a result of lower rates of interest earned on cash and cash equivalents.

    Consulting  fees increased by $11,000,  or 183%, from $6,000 for the fiscal year ended March 31,
2002 to $17,000  for the fiscal  year  ended  March 31,  2003,  as a result of the  engagement  of a
consultant to evaluate the prospects of the drug  treatment  protocols  underlying  the  Development
Company  venture.  The  consultant's  fee was  $11,000,  and no further  expenses  relating  to that
consultant are expected to be incurred.

    Expenses  relating to the NYU Research Funding Agreement were $200,000 for the fiscal year ended
March 31,  2002,  with no expenses  relating to that  agreement  for the fiscal year ended March 31,
2003. See "Item 1 - Business - Research  Funding" for a description of the terms of the NYU Research
Funding Agreement.

    General and administrative expenses decreased by $25,345, or 20.3%, from $124,888 for the fiscal
year ended March 31, 2002 to $99,543 for the fiscal year ended March 31, 2003.  The higher amount of
general and  administrative  expenses in the fiscal  year ended March 31, 2002 is due  primarily  to
increased  professional fees related to the negotiation of the research funding arrangement with NYU
and the letter of intent and joint venture agreement with the Development Company, as well as higher
stock services, proxy, annual meeting and SEC report compliance costs.

    The following  table  summarizes the  significant  component of these  expenses,  and presents a
comparison of such components for the fiscal years ended March 31, 2003 and March 31, 2002:

                                          For the Fiscal Year Ended March 31,
                                        -----------------------------------------
                                              2003                      2002
                                        ---------------           ---------------
Executive compensation,
    management fees, salaries and
    employee benefits...........            $ 11,116                  $ 11,086
Office rent and operations......              15,921                    15,322
Stock services, proxy, annual
    meeting and SEC report
    compliance..................              14,491                    19,010
Professional fees (accounting &
    legal)......................              58,015                    79,470
                                              ------                    ------
         Total..................            $ 99,543                 $ 124,888
                                          ==========                 =========

    As a result of the above items,  the Company had a loss of $107,338 before  provision for income
taxes for the fiscal year ended March 31, 2003, as compared to a loss of $291,661  before  provision
for income taxes for the fiscal year ended March 31, 2002.

    No income tax was paid for the fiscal year ended March 31, 2003,  as compared to income tax paid
for the fiscal year ended March 31, 2002 of $449.

    LIQUIDITY  AND CAPITAL  RESOURCES.  At March 31,  2004,  the Company had net working  capital of
$228,728, the major portion of which was in cash and money market funds. The Company believes it has
sufficient  capital  resources  to  continue  its  current  business.  In the  event  the  follow-on
contribution of $750,000 in the Development Company is required to be made following preliminary FDA
approval,  the Company will need to raise  additional  funds to meet its obligation,  either through
borrowings or the issuance of additional equity interests in the Company.

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

                                                 8`

---

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

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

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

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

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

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

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

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

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

        - the volume and profitability of product sales;

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

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

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

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

                                                 9`

---

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

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

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


ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

        As of March 31, 2004, the Company had cash and cash  equivalents  of $246,271  consisting of
relatively liquid  interest/dividend  bearing money market investments.  Decreases in interest rates
over time will reduce the Company's interest income from short-term investments.


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     Annexed hereto starting on Page 19.

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

     Not applicable.

ITEM 9A - CONTROLS AND PROCEDURES

        (a) EVALUATION OF DISCLOSURE  CONTROLS AND PROCEDURES.  The Company's  Chairman of the Board
and President and Treasurer have evaluated the  effectiveness of the Company's  disclosure  controls
and  procedures  (as such term is defined in Rules  13a-14(c)  and  15d-14(c)  under the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act") as of a date  within 90 days prior to the
filing of 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  CONTROLS.  Since  the  Evaluation  Date,  there has not been any
significant  changes in the Company's internal controls or in other factors that would significantly
affect such controls.


                                                 10`

---

`PART III


ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

    Set forth in the  following  table are the names and ages of all persons who were members of the
Board of Directors of the Company at March 31, 2004, all positions and offices with the Company held
by such persons,  their business experience,  the period during which they have served as members of
the board of directors and other directorships held by them.

Directors/
Position in Company    Age   Director Since Business Experience During Last Five Years  Other Directorships
-------------------    ---   -------------- ------------------------------------------- -------------------
Jack C. Brown          85    1959           Attorney at Law, Indianapolis, Indiana since  None
Secretary                                   1945.

Joel M. Greenblatt     46    1993           Managing Partner of Gotham Capital III L.P.   None
Chairman of the Board                       ("Gotham") and its predecessors since 1985.
                                            Gotham is a private investment partnership
                                            which owns securities, equity interests,
                                            distressed debt, trade claims and bonds,
                                            derivatives and options and warrants of
                                            issuers engaged in a variety of businesses.

Daniel L. Nir          43    1993           Managing Partner of Gracie Capital, L.P.      None
President and Treasurer                     since December, 1998; Manager of Sargeant
                                            Capital Ventures, LLC since December 1997;
                                            Managing Partner of Gotham prior thereto.

Edward B. Grier III    46    1993           Limited Partner of Gracie Capital, L.P. since None
Vice President                              January 1999; Vice President of Gotham from
                                            1992-1994 and a limited partner of Gotham
                                            from January 1, 1995 through December 31,
                                            1998.

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

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

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

    COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. Based solely on a review of Forms 3 and 4 and
amendments thereto, furnished to the Company during the fiscal year ended March 31, 2004 and Forms 5
and  amendments  thereto  furnished  to the Company  with respect to the fiscal year ended March 31,
2004, no director,  officer or beneficial owner of more than 10% of the Company's equity  securities
failed to file on a timely basis  reports  required by Section  16(a) of the Exchange Act during the
fiscal year ended March 31, 2004.


                                                 11`

---

`ITEM 11 - EXECUTIVE COMPENSATION.

    Except as noted below,  neither the Company's  Chief  Executive  Officer nor any other executive
officers of the Company (collectively the "Named Executives") received salary, bonus or other annual
compensation  for  rendering  services to the Company  during the fiscal years ended March 31, 2004,
2003, and 2002.

    During each of the three fiscal years ended March 31, 2004,  2003 and 2002,  the Company paid to
Jack C. Brown,  Secretary and a Director, a monthly fee of $500 for administrative  services that he
renders to the Company. Such fee is on a month to month arrangement.

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

    OPTION/SAR GRANTS IN FISCAL YEAR ENDED MARCH 31, 2004. No options or stock  appreciation  rights
were granted in the fiscal year ended March 31, 2004.

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

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

(1) Based on the closing sale price of $2.05 on March 26, 2004,  the date closest to the fiscal year
end on which a trade occurred. The options have an exercise price of $3.00 per share.

LONG-TERM INCENTIVE PLANS - AWARDS IN FISCAL YEAR ENDED MARCH 31, 2004. Not Applicable.


                                                 12`

---

`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 2004.

    As discussed above, during the fiscal year ended March 31, 2004, the Company paid Jack C. Brown,
Secretary and a Director,  a monthly fee of $500 for administrative  services that he renders to the
Company.

    COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION. The Board of Directors does not have
any standing audit, nominating or compensation committees or any other committees performing similar
functions.  Therefore,  there  are  no  relationships  or  transactions  involving  members  of  the
Compensation  Committee during the fiscal year ended March 31, 2004 required to be reported pursuant
to Item 402(j) of Regulation S-K.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
          MATTERS.

    The  following  table sets  forth as of June 26,  2004 the  beneficial  share  ownership  of all
beneficial owners of 5% or more of the Company's common stock, all directors and executive  officers
of the Company owning securities, and of all officers and directors as a group.

                                           Amount and
                                           Nature of
Beneficial                                 Beneficial                                     Percent
Owner                                      Ownership                                      of Class
----------                                 -------------                                  --------

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

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

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

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

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

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

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



                                                 13`

---

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

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

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

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

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


                                                 14`

---

`ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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

         The following aggregate fees were billed to the Company for professional  services rendered
by its independent auditor for the fiscal years ended March 31, 2004 and 2003:

                                                                  2004          2003
                                                                  ----          ----
Audit Fees:..................................................... $18,221       $16,300

Audit-Related Fees:.............................................      --            --

Tax Fees:.......................................................   4,615         5,600

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.


                                               PART IV

ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) FINANCIAL STATEMENTS:                                                        PAGE NO.

    Independent Auditor's Report                                                      19
    Balance Sheets                                                                    20
    Statements of Income                                                              21
    Statement of Shareholders' Equity                                                 22
    Statements of Cash Flow                                                           23

    Notes to Financial Statements                                                     24

Financial Schedules:

    None required.

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

(b) Reports on Form 8-K

          None.

(c) Exhibits

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

                                                 15`

---

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                                 16`

---

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

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

          (14)    Code of Ethics

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

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

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

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





                                                 17`

---

`SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities  Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                     THE ST. LAWRENCE SEAWAY CORPORATION



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

                                                     Date:  June 29, 2004

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

    SIGNATURES                           TITLE                                      DATE



/s/  Daniel L. Nir                       President, Treasurer                    June 29, 2004
-------------------------------          and Director
Daniel L. Nir
(Principal Financial
and Accounting Officer)


/s/  Joel M. Greenblatt                  Chairman of the Board,                  June 29, 2004
-------------------------------          and Director
Joel M. Greenblatt
(Principal Executive
Officer)


/s/  Jack C. Brown                       Secretary and Director                  June 29, 2004
-------------------------------
Jack C. Brown


/s/  Edward B. Grier III                 Director                                June 29, 2004
-------------------------------
Edward B. Grier III


                                                 18`

---

`SALLEE & COMPANY, INC.
CERTIFIED PUBLIC ACCOUNTANTS
____________________________________________________________________________________________________

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


                                   REPORT OF INDEPENDENT AUDITORS


We have audited the accompanying  balance sheets of The ST. LAWRENCE SEAWAY  CORPORATION as of March
31, 2004 and 2003, and the related  statements of income,  shareholders  equity,  and cash flows for
each of the three years in the period  ended March 31,  2004.  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.  An
audit includes  examining,  on a test basis,  evidence supporting the amounts and disclosures in the
financial  statements.  An  audit  also  includes  assessing  the  accounting  principles  used  and
significant  estimates made by management,  as well as evaluating  the overall  financial  statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects,
the financial position of THE ST. LAWRENCE SEAWAY CORPORATION as of March 31, 2004 and 2003, and the
results of its  operations  and its cash flows for each of the three years in the period ended March
31, 2004 in  conformity  with  accounting  principles  generally  accepted  in the United  States of
America.



June 14, 2004

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





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


                                                 19`

---

`THE ST. LAWRENCE SEAWAY CORPORATION
                                           BALANCE SHEETS
                                 MARCH 31, 2004 AND 2003 (RESTATED)


                                                                                        2003
                                                                                        ----
                                                                2004              (Restated)
                                                                ----
ASSETS

Current assets:
     Cash and cash equivalents...........                  $ 246,271              $  454,754
     Interest and other receivables......                         31                     124
                                                        ------------            ------------
         Total current assets............                    246,302                 454,878
     Other investments - Note 6..........                    750,000                 750,000
                                                        ------------            ------------
         Total assets...................                 $   996,302             $ 1,204,878
                                                        ============            ============


LIABILITIES AND SHAREHOLDERS'EQUITY

Current liabilities:
     Accounts payable & other...........                    $ 17,574               $  27,475
     Investment funding payable.........                          --                 100,000
                                                        ------------            ------------
         Total current liabilities......                      17,574                 127,475
                                                        ------------            ------------
        Total liabilities...............                      17,574                 127,475
                                                        ------------            ------------
Shareholders' equity:
     Common stock, par value $1
         4,000,000 authorized, 393,735
         issued and outstanding at the
         respective dates..............                      393,735                 393,735
     Additional paid-in capital........                      377,252                 377,252
     Retained earnings.................                      207,768                 306,416
                                                        ------------            ------------
     Total shareholders' equity........                      978,755               1,077,403
                                                        ------------            ------------
Total Liabilities and Shareholders'
     Equity............................                  $   996,302             $ 1,204,878
                                                        ============             ===========



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


                                                 20`

---

`THE ST. LAWRENCE SEAWAY CORPORATION
                                        STATEMENTS OF INCOME
                        YEARS ENDED MARCH 31, 2004, 2003 AND 2002 (RESTATED)


                                                                YEARS ENDED MARCH 31,
                                                     2004                2003                2002
                                                     ----                ----                ----
                                                                                           (Restated)
Revenues:
     Interest and dividends.............           $   2,531           $   9,205           $  39,227
                                                  ----------          ----------          ----------
         Total revenues.................               2,531               9,205              39,227

Operating costs and expenses:
     Research Investment-NYU............                  --                  --             200,000
     Consulting fees-Note 3.............               6,000              17,000               6,000
     General and administrative
         expenses.......................              95,055              99,543             124,888
                                                  ----------          ----------          ----------
         Total operating expenses.......             101,055             116,543             330,888
                                                  ----------          ----------          ----------

Income (loss) before income taxes.......             (98,524)           (107,338)           (291,661)
Income taxes/(tax benefit)..............                 124                  --                 449
                                                  ----------          ----------          ----------
     Net income (loss)..................           $ (98,648)         $ (107,338)         $ (292,110)
                                                  ==========          ===========         ===========
Per Share Data:
Weighted average number of common
     shares outstanding.................             393,735             393,735             393,735
                                                     =======             =======             =======
Basic earnings per common and common
   equivalent shares....................           $   (0.25)           $  (0.27)          $   (0.74)
                                                   ==========           =========          ==========



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



                                                 21`

---

`THE ST. LAWRENCE SEAWAY CORPORATION
                                  STATEMENT OF SHAREHOLDERS' EQUITY
                        YEARS ENDED MARCH 31, 2004, 2003 AND 2002 (RESTATED)

                                                                        Accumulated
                                                                           Other
                                                                       Comprehensive
                                    Common Stock    Paid-in Capital        Income      Retained Earnings
                                   --------------  -----------------  ---------------  -------------------
Balances at March 31, 2001.........    $393,735          $377,252            --            $705,864
     Net loss for 2002 (Restated)..                                                        (292,110)
                                                                                           ---------
Balances at March 31, 2002              393,735           377,252            --             413,754
                                                                                            -------
   (Restated)......................
     Net loss for 2003.............                                                       (107,338)
                                                                                          ---------
Balances at March 31, 2003              393,735           377,252            --             306,416
                                                                                            -------
   (Restated)......................
     Net loss for 2004.............                                                        (98,648)
                                                                                           --------
Balances at March 31, 2004.........    $393,735          $377,252            --           $ 207,768
                                                                                          =========



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






                                                 22`

---

`THE ST. LAWRENCE SEAWAY CORPORATION
                                       STATEMENTS OF CASH FLOW
                        YEARS ENDED MARCH 31, 2004, 2003 AND 2002 (RESTATED)


                                                             YEARS ENDED MARCH 31,
                                                      2004                 2003                2002
                                                      ----                 ----                ----
                                                                                         (Restated)
Cash flows from operating activities:
     Net income (loss)...................        $(98,648)           $(107,338)         $ (292,110)
     Adjustments to reconcile net
        income to net cash from
        operating activities:
        (Increase) decrease in current
           assets:
        Other receivables................              93               40,673             (37,764)
        Prepaid items....................              --                   --               9,649
        (Decrease) increase in current
           liabilities:
        Accounts payable and other.......          (9,928)             (12,998)            125,632
        Other liabilities................        (100,000)                  --                  --
                                               -----------         -----------         -----------

Net cash from operating activities......         (208,483)             (79,663)           (194,593)

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

Cash flows from financing activities:
     Research investment funding.......                --              (75,000)             75,000
                                               -----------         -----------         -----------
         Net cash from financing
           activities..................                --              (75,000)             75,000
     Net decrease in cash and cash
       equivalents.....................          (208,483)            (904,663)           (119,593)


Cash and cash equivalents, beginning...           454,754            1,359,417           1,479,010
                                               -----------         -----------         -----------
Cash and cash equivalents, ending......         $ 246,271            $ 454,754          $1,359,417
                                               ===========         ===========         ===========

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


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




                                                 23`

---

`THE ST. LAWRENCE SEAWAY CORPORATION


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

BASIS OF PRESENTATION:

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

EARNINGS PER SHARE:

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

INCOME TAXES:

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

RECLASSIFICATION:

The 2003 and 2002 financial  statements have been reclassified,  where necessary,  to conform to the
presentation of the 2004 financial statements.

CASH FLOWS:

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

DEPRECIATION:

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

USE OF ESTIMATES:

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


                                                 24`

---

`THE ST. LAWRENCE SEAWAY CORPORATION


RESTATEMENT:

The Company  restated its financial  statements for the year ended March 31, 2003, and for the first
three quarters of fiscal 2004, as it has determined that the Research Funding Agreement with the New
York University School of Medicine,  originally accounted for as an investment, should be treated as
research and  development  costs and expensed  accordingly,  pursuant to paragraph 12 of SFAS No. 2,
"Accounting for Research and Development  Costs." Therefore,  a $200,000 charge has been included in
the  statements of income for the year ended March 31, 2002. The impact of the  restatement  for the
year ended  March 31,  2002  resulted  in a decrease  in net income  (loss) of $200,000 or $0.51 per
share.  On the March 31, 2003  balance  sheet,  the  restatement  had the effect of  reducing  other
investments by $200,000, with a corresponding $200,000 decrease in retained earnings.

NOTE 2. SHAREHOLDERS' EQUITY

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

The Company has a stock option plan  originally  adopted by the  shareholders  on June 12, 1978, and
revised and approved by the  shareholders on June 13, 1983,  September 21, 1987 and August 28, 1992.
The Company  currently has one outstanding Stock Option Agreement entered into pursuant to the Plan.
On September 20, 2002, the options originally granted to Jack C. Brown on June 18, 1983 were amended
by extending the  expiration  date thereof from September 21, 2002 to September 21, 2007. No options
were granted in the fiscal years ended March 31, 2004 and 2003.  The  following  table  presents the
value of  unexercised  options  held by Jack C. Brown at fiscal  year end.  There are  currently  no
outstanding stock appreciation rights.

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


(1) Based on the closing sale price of $2.05 on March 26, 2004,  the date closest to the fiscal year
end on which a trade occurred. The options have an exercise price of $3.00 per share.

The Company has  4,000,000  authorized  $1 par value common  shares.  As of March 31, 2004 and 2003,
there were 393,735 common shares issued and outstanding.



                                                 25`

---

`THE ST. LAWRENCE SEAWAY CORPORATION

NOTE 3. RELATED PARTIES

During the fiscal years ending  March 31,  2004,  2003 and 2002,  the Company paid to Jack C. Brown,
Secretary  and a Director,  an annual  administrative  fee of $6,000,  which was paid monthly in the
amount of $500.

NOTE 4. INCOME TAXES

At March 31, 2004, the Company had approximately $500,000 in loss carryforwards.  If not used, these
carryforwards  will begin to expire in 2012. No tax benefits have been recognized in these financial
statements.  Provisions for any deferred  federal and state tax  liabilities are immaterial to these
financial statements.

NOTE 5. STOCK PURCHASE AND DIVIDEND

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

Paragon is an  independent  publicly-owned  corporation.  However,  because  Paragon  did not have a
specific  operating  business at the time of the  distribution,  the  distribution of the shares was
conducted in accordance with Rule 419 promulgated  under the Securities Act of 1933, as amended (the
"Securities  Act").  As a result,  the shares,  subscription  rights,  and any shares  issuable upon
exercise of subscription  rights,  are being held in escrow and are  non-transferable  by the holder
thereof until after the completion of a business  combination with an operating company.  While held
in escrow,  the shares may not be traded or  transferred,  and the net proceeds from the exercise of
subscription  rights  will  remain in escrow  subject to  release  upon  consummation  of a business
combination.  There is no current  public  trading  market for the  shares and none is  expected  to
develop, if at all, until after the consummation of a business combination and the release of shares
from escrow.

On June 1, 2001,  Paragon notified the Board of Directors of St. Lawrence that the Paragon Board had
determined that due to the lack of suitable  business  contributions  available to Paragon,  Paragon
would be liquidated and dissolved.  All outstanding  shares thereof  (including all escrowed shares)
were cancelled effective on June 29, 2001.

NOTE 6.  RESEARCH INVESTMENTS

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

                                                 26`

---

`THE ST. LAWRENCE SEAWAY CORPORATION


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



                                                 27`

---