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

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

                                   FORM 10-QSB
                            -------------------------


                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                 FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2007

                          COMMISSION FILE NO.: 0-52356


                        SEAWAY VALLEY CAPITAL CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Delaware                                                            20-5996486
--------------------------------------------------------------------------------
(State of other jurisdiction of                                   (IRS Employer
incorporation or organization                                Identification No.)


10-18 Park Street, 2nd Floor,  Gouverneur, N.Y. 13642                     13642
--------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)


                                 (315) 287-1122
--------------------------------------------------------------------------------
               (Registrant's telephone number including area code)



Check mark  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter  period that the registrant as 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 whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes _X__ No


The number of  outstanding  shares of common  stock as of November 14, 2007 was:
732,506,363

Transitional Small Business Disclosure Format:  Yes         No  X .
                                                    -----      ---















<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)
























































                                        2

<PAGE>
<TABLE>

                        SEAWAY VALLEY CAPITAL CORPORATION
                          (F/K/A GS CARBON CORPORATION)
                           A DEVELOPMENT STAGE COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEET
                            AS OF SEPTEMBER 30, 2007
                                   (UNAUDITED)

<CAPTION>
ASSETS

Other Assets:
<S>                                                           <C>
     Deposit on investment (Note 8). ......................   $   500,000
                                                              -----------
TOTAL ASSETS ..............................................   $   500,000
                                                              ===========



LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
     Accrued expenses .....................................   $    26,125
     Derivative liability - convertible debentures (Note 4)       276,488
                                                              -----------

         Total current liabilities ........................       302,613

     Convertible debentures payable (Note 4) ..............       964,393
                                                              -----------


TOTAL LIABILITIES .........................................     1,267,006



STOCKHOLDERS' DEFICIENCY

Series A voting preferred stock ($.0001 par value; 100,000
  shares authorized; no shares issued and outstanding) ....          --

Series B voting preferred stock ($.0001 par value; 100,000
  shares authorized; 59,500 shares issued and outstanding)              8

Common stock, $0.0001 par value, 2,500,000,000 authorized;
     632,503,363 issued and outstanding ...................        63,251
Additional paid-in capital ................................     4,229,559
Deficit accumulated during the development stage ..........    (5,059,824)
                                                              -----------
Total stockholders' deficiency ............................      (767,006)
                                                              -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY ............   $   500,000
                                                              ===========


        The notes to the consolidated condensed financial statements are
                     an integral part of these statements.
</TABLE>









                                       3
<PAGE>

<TABLE>

                        SEAWAY VALLEY CAPITAL CORPORATION
                          (F/K/A GS CARBON CORPORATION)
                           A DEVELOPMENT STAGECOMPANY

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
                  AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND
   THE PERIODS OF INCEPTION (JANUARY 14, 2006) TO SEPTEMBER 30, 2006 AND 2007
                                   (UNAUDITED)


<CAPTION>
                                                                                                    Period            Period
                                                                                                   of Inception      of Inception
                                                                                                 (Jan. 14, 2006) (Jan. 14, 2006)
                                                 Three Months Ended           Nine Months Ended         to              to
                                            Sept. 30, 2007  Sept. 30, 2006     Sept. 30, 2007    Sept. 30, 2006    Sept. 30, 2007
                                            ------------------------------------------------------------------------------------
<S>                                          <C>              <C>              <C>              <C>              <C>
Share Based Compensation .................   $        --      $        --      $   2,036,704    $        --      $   2,036,704
                                             -------------    -------------    -------------    -------------    -------------

Operating Loss ...........................            --               --          2,036,704             --          2,036,704

Other Income (expenses):
  Other Expenses .........................           5,976             --              5,976             --              5,976
  Unrealized gain on derivative ..........       3,183,074             --            313,876             --          1,115,096
  Interest expense .......................          (1,667)            --           (289,159)            --           (460,253)
                                             -------------    -------------    -------------    -------------    -------------

Income (Loss) From Continuing Operations .       3,187,383             --         (2,006,011)            --         (1,375,885)

Discontinued Operations, Net of Tax
  Gain on disposal of discontinued
  Operations .............................       2,234,974             --          2,234,974             --          2,234,974
  Loss from discontinued operations ......            --           (230,043)      (4,248,810)        (453,479)      (4,657,361)
                                             -------------    -------------    -------------    -------------    -------------


Net Income (Loss) ........................   $   5,422,357    $    (230,043)   $  (4,019,847)   $    (453,479)   $  (3,798,272)
                                             =============    =============    =============    =============    =============

Basic and Diluted Loss Per Share
Continuing Operations ....................   $        0.01    $        --      $       (0.01)   $        --
Discontinued Operations ..................            --            (230.04)           (0.01)         (453.48)
                                             -------------    -------------    -------------    -------------
Income (Loss) Per Share: Basic and Diluted   $        0.01    $     (230.04)   $       (0.02)   $     (453.48)
                                             =============    =============    =============    =============

Weighted average shares of common
Stock outstanding basic and diluted ......     427,812,861            1,000      291,214,058            1,000
                                             =============    =============    =============    =============


























          The notes to the consolidated condensed financial statements
                   are an integral part of these statements.
</TABLE>

                                       4
<PAGE>

<TABLE>
         SEAWAY VALLEY CAPITAL COPORATION (F/K/A GS CARBON CORPORATION)
                           A DEVELOPMENT STAGE COMPANY
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND
   THE PERIODS OF INCEPTION (JANUARY 14, 2006) TO SEPTEMBER 30, 2006 AND 2007
                                   (UNAUDITED)
<CAPTION>
                                                                                      Period of          Period of
                                                                                      Inception           Inception
                                                                Nine Months Ended   (Jan. 14, 2006) to (Jan. 14, 2006) to
                                                               September 30, 2007  September 30, 2006  September 30, 2007
                                                               ------------------  -----------------   --------------------
Net cash used in operating activities:
<S>                                                                    <C>            <C>               <C>
Net loss...........................................................    $(4,019,847)   $  (453,479)      $(3,798,272)
                                                                       -----------    -----------        -----------
Adjustments to reconcile net loss to net
 cash used in operating activities:
   Depreciation and amortization ...................................        26,849         19,599            62,912
   Forgiveness of registration rights penalty ......................          --             --            (480,290)
   Unrealized loss on derivative instruments .......................     2,952,295           --           2,151,075
   Amortization of debt discount ...................................       320,743           --             421,771
   Loss on disposal of technology license ..........................       189,832           --             189,832
   Amortization of deferred financing fees .........................        20,833           --              20,833
   Share based compensation ........................................     2,036,704           --           2,036,704
   Gain on sale of investment ......................................       (76,487)          --             (76,487)
   Gain on sale of discontinued operations .........................    (2,234,974)          --          (2,234,974)
   Change in assets and liabilities:
     Security deposits .............................................          --           (7,548)           (7,548)
     Accounts payable ..............................................          --           39,141           287,432
     Accrued expenses ..............................................       103,180           --             (10,515)
                                                                       -----------    -----------       -----------
Net cash provided by (used in) operating activities ................      (680,872)      (402,287)       (1,437,527)
                                                                       -----------    -----------       -----------
Cash flow from investing activities:
   Purchase of property and equipment ..............................          --         (154,491)         (156,977)
   Proceeds from sale of investment ................................       326,917           --             326,917
   Cash assumed by GS CleanTech ....................................        (7,736)          --              (7,736)
   Acquisition of technology license ...............................          --          (50,000)          (50,000)
                                                                       -----------    -----------       -----------
     Net Cash provided by (used in) investing activities ...........       319,181       (204,491)          112,204
                                                                       -----------    -----------       -----------
Cash flows from financing activities:
   Proceeds from convertible debt ..................................     1,000,000           --           1,000,000
   Advances from (payments to) related parties, net ................      (638,497)       684,546           325,323
                                                                       -----------    -----------       -----------
Cash provided by financing activities .............................        361,503        684,546         1,325,323
Net increase (decrease) in cash.....................................          (188)        77,768              --
    Cash at beginning of the period ................................           188           --                --
                                                                       -----------    -----------       -----------
    Cash at end of the period ......................................   $      --      $    77,768       $      --
                                                                       ===========    ===========       ===========

               Supplemental Schedule of Non-Cash Investing and Financing Activities

Issuance of GS Carbon Trading, Inc. shares
  in exchange for the transfer of holdings in
  cost and equity method investments ...............................   $      --      $      --      $   107,134
Directview, Inc. net liabilities assumed, Oct. 9, 2006 .............   $      --      $      --      $ 2,645,360
Acquisition of technology license ..................................   $   191,427    $   211,328    $   402,755
Discounts on convertible debt ......................................   $   712,125    $      --      $   712,125
Conversion of convertible debt into common stock ...................   $   688,956    $      --      $   688,956
Conversion of preferred stock in common stock ......................   $         2    $      --      $         2
Conversion of common stock in preferred stock ......................   $         2    $      --      $         2
Investment deposit/ Convertible debenture payable (Note 4). ........   $   500,000    $      --      $   500,000
Acquisition of fixed assets ........................................   $     5,346    $      --      $     5,346
Deferred financing fees ............................................   $   125,000    $      --      $   125,000

          The notes to the consolidated condensed financial statements
                   are an integral part of these statements.
</TABLE>
                                       5

<PAGE>

         SEAWAY VALLEY CAPITAL COPORATION (F/K/A GS CARBON CORPORATION)
                           A DEVELOPMENT STAGECOMPANY
                   NOTES TO CONDENSED CONSOLIDATED STATEMENTS
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND
        THE PERIOS OF INCEPTION (JANUARY 14, 2006) TO SEPTEMBER 30, 2006
                                   (UNAUDITED)

Note 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States  of  America  for  interim  financial  information  and  with the
instructions to Form 10-QSB and Rule 310(b) of Regulation S-B. Accordingly, they
do not include  all of the  information  and  footnotes  required by  accounting
principles  generally  accepted  in the  United  States for  complete  financial
statements.  In the  opinion of  management,  all normal  recurring  adjustments
considered necessary for a fair statement of the results of operations have been
included. The results of operations for the nine months ended September 30, 2007
are not  necessarily  indicative of the results of operations for the full year.
When  reading the  financial  information  contained in this  Quarterly  Report,
reference  should  be made  to the  financial  statements,  schedule  and  notes
contained in the Company's  Annual  Amended Report on Form 10-KSB/A for the year
ended December 31, 2006.

Note 2 - DESCRIPTION OF BUSINESS

BASIS OF PRESENTATION, ORGANIZATION AND OTHER MATTERS

On  October  9,  2006,  DirectView,  Inc.  ("DirectView"),  acquired  all of the
outstanding capital stock of GS Carbon Trading,  Inc. GS Carbon Trading became a
wholly owned subsidiary of DirectView.  The business of GS Carbon Trading,  Inc.
is the only business of DirectView after the acquisition.

DirectView  completed  its  Subsidiary  Stock  Purchase  Agreement  between  the
DirectView and DirectView  Holdings,  Inc. ("DR Holdings") pursuant to the Share
Purchase Agreement with GS Energy Corporation ("GS Energy") immediately prior to
the  acquisition  of GS Carbon  Trading,  Inc. DR Holdings  agreed to accept and
assume  all the  outstanding  capital  stock  of the  DirectView's  subsidiaries
together  with  all of  the  liabilities  and  obligations  of the  DirectView's
subsidiaries  arising prior to the closing of the Share Purchase  Agreement with
GS Energy.

DirectView,  Inc. was originally incorporated under the laws of the Commonwealth
of  Massachusetts on June 12, 1989 with the name "Boston & Pacific Company Inc."
On May 5,  2003,  DirectView  changed  its  domicile  from the  Commonwealth  of
Massachusetts  to the State of Nevada and changed its name to  DirectView,  Inc.
DirectView  was  a  full-service   provider  of  teleconferencing   services  to
businesses and organizations.

GS Carbon Trading,  Inc. was incorporated  under the State of Delaware on August
30, 2006. GS Carbon Trading, Inc. was a development stage company that owned two
cost method investments and one equity method investment.

The Company accounted for the acquisition of GS Carbon Trading,  Inc. on October
9, 2006 as a recapitalization.  The recapitalization was the merger of a private
operating  company (GS Carbon Trading,  Inc.) into a non-operating  public shell
corporation  (DirectView)  with  nominal  net assets and as such is treated as a
capital transaction, rather than a business combination. As a result no Goodwill
is recorded.  The  transaction is the equivalent to the issuance of stock by the
private  company for the net monetary assets of the shell  corporation.  The pre
acquisition  financial statements of GS Carbon Trading,  Inc. are treated as the
historical financial statements of the consolidated companies.

On October  23,  2006 GS Carbon  acquired  General  Ultrasonics  from its parent
Greenshift  Corporation  for  the  assumption  of the  liabilities  and  General
Ultrasonics' ongoing cash needs. The acquisition was treated as a common control
acquisition  under  the  provisions  of  Appendix  D of SFAS No.  141,  Business
Combinations.

                                       6
<PAGE>

Effective  on  November  27,  2006,  DirectView,  Inc.,  a  Nevada  corporation,
reincorporated  in the  State of  Delaware  by  merging  with and into GS Carbon
Trading,  Inc.,  who  changed  its name to GS  Carbon  Corporation,  a  Delaware
corporation  which was a wholly owned  subsidiary of DirectView.  As a result of
the merger, GS Carbon Corporation was the surviving corporation; the name of the
surviving  corporation  was  GS  Carbon  Corporation;  and  the  Certificate  of
Incorporation  and  Bylaws  of GS  Carbon  Corporation  are the  Certificate  of
Incorporation and Bylaws of the surviving corporation.

The Merger  Agreement  provided  that each two hundred and fifty (250) shares of
common stock,  $.0001 par value, of DirectView  outstanding  prior to the merger
would be converted into one (1) share of common stock,  $.0001 par value,  of GS
Carbon  Corporation.  Each share of preferred  stock,  $.001 par value,  of each
series of  DirectView  outstanding  prior to the merger was  converted  into one
share of preferred stock of the comparable series of GS Carbon  Corporation.  No
other   changes  were   effected   with  respect  to  the   registrant   or  its
capitalization.

On February 26, 2007, the Company formed new subsidiary called General Carbonics
Corporation ("GCC").

On July 1, 2007, Seaway Capital,  Inc. acquired  GreenShift's entire controlling
stake in GS Carbon  Corporation in return for the assumption of $498,074  legacy
debt and  $1,117,719  Highgate  debt. As part of that  transaction,  GS Carbon's
historical  operating   businesses  were  acquired  by  GreenShift   Corporation
affiliate,  GS  CleanTech  Corporation  (See Note 7).As of July 1, 2007,  Seaway
Capital, Inc. exerts significant influance over the Company's management.

Thomas W.  Scozzafava,  the founder and President of Seaway  Capital,  Inc., was
named the new President, CEO and CFO of GS Carbon Corporation, and on August 16,
2007, GS Carbon Corporation was renamed "Seaway Valley Capital Corporation" (the
"Company").

Seaway Capital  Partners,  LLC (the predecessor to Seaway Capital Inc.) ("Seaway
Capital")  was  formed  in 2002  as a money  management,  venture  capital,  and
leveraged  buyout  company.  Seaway  Capital's  business  plan is to  invest  in
majority and minority  equity stakes and to enter into mezzanine debt agreements
with various operating companies.  Returns are intended to be in the form of the
eventual share  appreciation and dispossession of those equity stakes and income
from loans made to businesses.

Seaway Capital makes equity,  equity-related,  and debt investments in companies
that require expansion capital and in companies pursuing acquisition strategies.
Seaway Capital also seeks investments in leveraged  buyouts and  restructurings.
Seaway Capital will consider  investment  opportunities in a number of different
industries,   including  retail,  restaurants,  media,  business  services,  and
manufacturing. Seaway Capital will also consider select technology investments.

On July 1, 2007 the Company sold 100% of the capital stock of GS Carbon Trading,
Inc.,  which owns certain cost and equity  method  investments,  to GS CleanTech
Corporation  in  return  for the  assumption  by GS  CleanTech  of a  $1,125,000
convertible debenture. (See Note 7).

Development Stage Company

The Company is a  development  stage  company  originally  founded to facilitate
decarbonization in ways that cost-effectively  capitalize on the evolving carbon
markets.  GS Carbon's  ambition was to affect reductions in the carbon intensity
of  energy   consumption  by  investing  in  carbon   trading,   developing  and
commercializing advanced new decarbonization technologies, and by developing and
owning renewable energy  production  assets. On July 1, 2007 the Company changed
its  business  model and plans to make equity  related and debt  investments  in
companies that require expansion capital and in companies  pursuing  acquisition
strategies.  Since its  formation  the Company has not realized any  significant
revenues from its planned  operations.  The Company's  primary  activities since
incorporation have been conducting research and development, performing business
and strategic and financial planning.

                                       7

<PAGE>

Note 3   - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The  preparation  of  financial  statements  in  conformity  with U.S  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 revenue and expenses during the reporting
period. Actual results could differ from these estimates.

Derivative Financial Instruments

Statement of Financial  Accounting  Standards  (SFAS) No. 133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities," as amended and EITF Issue No.
00-19,   "Accounting  for  Derivative  Financial  Instruments  Indexed  to,  and
Potentially  Settled in, a Company's Own Stock," require all  derivatives  to be
recorded  on the balance  sheet at fair  value.  The  embedded  derivatives  are
separately  valued and  accounted  for on our balance sheet with changes in fair
value  recognized  during the period of change as a separate  component of other
income/expense.  Fair values for exchange-traded  securities and derivatives are
based on quoted market prices.  The pricing model used for  determining the fair
value of our derivatives is the Black Scholes Pricing Model.  Valuations derived
from this model are subject to ongoing  internal and external  verification  and
review.  The model uses  market-sourced  inputs such as interest rates and stock
price volatilities. Selection of these inputs involves management's judgment and
may impact net income.

Net Income (Loss) per Common Share

In accordance  with SFAS No.  128,"Earnings  Per Share," Basic income (loss) per
share is computed by dividing net income (loss) by the weighted  average  number
of shares of common stock  outstanding  during the period.  Diluted earnings per
share is computed by dividing net income (loss) adjusted for income or loss that
would  result  from the  assumed  conversion  of  potential  common  shares from
contracts that may be settled in stock or cash by the weighted average number of
shares of common  stock,  common  stock  equivalents  and  potentially  dilutive
securities  outstanding  during each  period.  The  Company  had no  outstanding
warrants at September 30, 2007 (See Note 7).
<TABLE>

The  following  table sets forth the  computation  of basic and  diluted  income
(loss) per share:
<CAPTION>
                                                                                                      Period of
                                                                                                      inception
                                                                                 Nine Months        (January 14, 2006)
                                                     Three Months Ended            Ended                  to
                                                       September 30,            September 30,        September 30,
                                                 2007               2006             2007                 2006
                                                -------------------------------------------------------------------
                                                 (Unaudited)        (Unaudited)     (Unaudited)      (Unaudited)
Numerator:
<S>                                             <C>             <C>              <C>              <C>
Net income (loss) - basic and diluted .......   $   5,422,357   $    (230,043)   $  (4,019,847)   $    (453,479)
                                                -------------   -------------    -------------    -------------
Denominator:

Weighted average shares - basic .............     427,812,861           1,000      291,214,058            1,000

Effect of dilutive stock options and warrants            --              --               --               --
                                                -------------   -------------    -------------    -------------
Denominator for diluted earnings per share ..     427,812,861           1,000      291,214,058            1,000
                                                -------------   -------------    -------------    -------------
Basic and diluted loss per share
Continuing operations .......................   $        0.01   $        --      $       (0.01)   $        --
                                                =============   =============    =============    =============
Discontinued operations .....................   $        0.00   $     (230.04)   $       (0.01)   $     (453.48)
                                                =============   =============    =============    =============
</TABLE>
                                       8
<PAGE>

Recent Accounting Pronouncements

In  September  2006,  the FASB issued SFAS No.  157,  "Fair Value  Measurements"
("SFAS 157").  SFAS 157 clarifies the principle  that fair value should be based
on the  assumptions  market  participants  would  use when  pricing  an asset or
liability  and  establishes  a  fair  value   hierarchy  that   prioritizes  the
information used to develop those  assumptions.  Under the standard,  fair value
measurements  would be  separately  disclosed  by level  within  the fair  value
hierarchy. SFAS 157 if effective for the Company on January 1, 2008. The Company
is in the  process of  evaluating  SFAS 157 but does not  believe it will have a
significant effect on its financial position or results of operation.

In February 2007, the FASB issued SFAS 159, "The Fair Value Option for Financial
Assets and Financial  Liabilities  Including an Amendment of FASB  Statement No.
115 ("SFAS 159").  SFAS159 permits an entity to choose to measure many financial
instruments  and certain  other items at fair value.  Most of the  provisions of
SFAS 159 are  elective,  however,  the  amendment to SFAS 115,  "Accounting  for
Certain Investments in Debt and Equity Securities", applies to all entities with
available  for  sale or  trading  securities.  SFAS 159 is  effective  as of the
beginning of an entity's  first fiscal year that begins after November 15, 2007.
SFAS  159 was  recently  issued  and the  Company  is  currently  assessing  the
financial impact the statement will have on our financial statements.

Note 4  - CONVERTIBLE DEBENTURES PAYABLE - LONG TERM

On March 23, 2006,  DirectView entered into a Securities Purchase Agreement (the
"Agreement"), with Cornell Capital Partners, LP, ("Cornell"), and Highgate House
Funds,  Ltd.  ("Highgate")  (Cornell and Highgate  collectively,  "Buyers").  In
connection with this Agreement, Highgate converted old debentures for conversion
into new 10% Secured Convertible  Debentures amounting to $1,062,329  (including
accrued  interest  of  $62,329)  and  Cornell   purchased   additional   secured
convertible  debentures  amounting to $150,000 for the total  purchase  price of
$1,212,329 (the "Purchase Price").  The debentures are due on March 23, 2009. In
connection  with the Agreement,  DirectView  paid  Yorkville  Advisors LLC a fee
equal to $15,000 and a structuring fee to Yorkville  Advisors LLC of $5,000 from
the proceeds of the Closing.  Accordingly,  DirectView  received net proceeds of
$130,000.

Each of the 10% Secured  Convertible  Debentures  provides  for  interest in the
amount of 10% per annum and are  convertible  at the  lesser of $0.015 or 85% of
the lowest closing bid price of DirectView's  common stock during the 10 trading
days  immediately  preceding the conversion  date.  Accrued interest that is not
paid by the fifth  trading  day after any  conversion  of the  principal  of the
debentures  may be converted by Cornell and Highgate into the  Company's  common
stock  based  on  the  conversion  terms  applicable  to  the  principal  on the
convertible debentures.

The Company at its option  shall have the right,  with three (3)  business  days
advance  written notice (the  "Redemption  Notice"),  to redeem a portion or all
amounts  outstanding  under the 10% Secured Debenture prior to the Maturity Date
provided that the Closing Bid Price of the Company's  common stock,  as reported
by  Bloomberg,  LP, is less than the Fixed  Conversion  Price at the time of the
Redemption Notice. The Company shall pay an amount equal to the principal amount
being redeemed plus a redemption premium ("Redemption  Premium") equal to twenty
percent  (20%) of the principal  amount being  redeemed,  and accrued  interest,
(collectively referred to as the "Redemption Amount").

In connection with this  Agreement,  the Company issued to the Buyer warrants to
purchase 1,636,000 shares of the Company's Common Stock (the "Warrants") in such
amounts  as set  forth on  below  (See  Note 7 for  subsequent  cancellation  of
unexercised warrants)

                                             Exercise price
 Number of warrants                            per share
-------------------                         --------------
   400,000                                          $2.50
   660,000                                          $0.875
   576,000                                          $1.00
 ---------
 1,636,000
 =========

                                       9
<PAGE>
In order to secure its obligations under the secured  convertible  debenture and
related  documents,  the Company has  granted the  debenture  holders a security
interest  in all of its  assets  and  property,  and  the  Company  has  pledged
1,000,000  shares of its common stock.  A certificate  representing  the pledged
shares  together  with a stock power has been  deposited  in escrow with a third
party.  If the Company should default under the Securities  Purchase  Agreement,
10%  convertible  secured  debentures  or the related  transactional  documents,
Highgate is entitled to voting,  dividend  and other  rights over these  pledged
shares,  and may take  possession of and sell the pledged  shares to satisfy the
Company's obligations to the debenture holders. A foreclosure by Highgate of the
pledged  shares  could  result in a change of control of the  Company.  Upon the
satisfaction or conversion of the secured  convertible  debentures,  the pledged
shares  will be  returned  to the  Company  for  cancellation  and return to its
treasury.

Under  the  terms of the  Securities  Purchase  Agreement,  secured  convertible
debentures  and warrants,  no  conversion  of the  debentures or exercise of the
warrants may occur if a conversion or exercise  would result in Highgate and any
of  its  affiliates  beneficially  owning  more  than  4.99%  of  the  Company's
outstanding  common shares  following such conversion or exercise.  Highgate may
waive this provision upon 65 days prior notice to the Company.

The Company determined that the conversion feature of the convertible debentures
represents an embedded  derivative  since the debentures are convertible  into a
variable  number  of  shares  upon  conversion.   Accordingly,  the  convertible
debentures are not considered to be  conventional  debt under EITF 00-19 and the
embedded  conversion feature must be bifurcated from the debt host and accounted
for as a derivative  liability.  The Company  believes  that the  aforementioned
embedded derivative meets the criteria of SFAS 133 and EITF 00-19, and should be
accounted for as a derivative with a corresponding  value recorded as liability.
Accordingly, the fair value of these derivative instruments has been recorded as
a liability on the  consolidated  balance sheet. The change in the fair value of
the  liability  for  derivative  contracts  will be  credited  to other  income/
(expense) in the  consolidated  statements of operations.  The  $1,212,329  face
amount of the debentures  were stripped of their  conversion  feature due to the
accounting for the conversion feature as a derivative,  which was recorded using
the residual  proceeds method,  whereby any remaining  proceeds after allocating
the proceeds to the warrants and  conversion  option would be  attributed to the
debt. The beneficial  conversion  feature (an embedded  derivative)  included in
this debenture resulted in an initial debt discount of $1,192,329 and an initial
loss on the valuation of derivative  liabilities  of $262,219.  At September 30,
2007, the convertible  debenture  balance was $150,000 after Highgate  converted
their entire  convertible  debenture balance of $1,062,329 plus accrued interest
of $141,716 into 393,870,483  shares of the Company's common stock (See Note 7).
At September 30, 2007, the derivative  liability on the Cornell debt  calculated
using the  Black-Scholes  model  was  $162,101.  For the  three and nine  months
periods  ended  September  30,  2007  the  unrealized  gain  on  the  conversion
derivative on the Highgate debt was $3,285,213 and $396,232 respectively.

On October 9, 2006,  the Company  assumed  $255,077  Convertible  Debenture from
Candent  Corporation  ("Candent").  The  Convertible  Debenture  provides for no
interest and is convertible into the Company's common stock at the lesser of (a)
0.001 per share or (b) the amount of this  debenture to be converted  divided by
90% of the closing market price of the Maker's common stock for the day prior to
the date of the exercise of such conversion  right.  Candent will be entitled to
convert the  debenture on the basis of the  conversion  price into the Company's
common stock,  provided that Candent cannot convert into shares that would cause
Candent to own more 4.9% of the Company's  outstanding common stock. The Candent
debenture matured on December 31, 2006. As of September 30, 2007 the Company has
not been notified by Candent to demand payment of the convertible debenture.

During July 2007,  Candent  converted  $25,508 into  25,507,700 of the Company's
common  stock  (See Note 6).  At  September  30,  2007 the  Candent  convertible
debenture  liability was $229,569.  During October 2007, the remaining  $229,569
convertible debentures was purchased by Cornell. The former president of Candent
is the wife of the Company's former Chief Executive Officer.

On October 9, 2006, the Company assumed two additional Convertible Debentures of
$157,948  from a former  officer of the Company and $85,049  from  Candent.  The
Convertible  Debentures  provide for no interest  and are  convertible  into the
Company's  common  stock at the lesser of (a) $0.001 per share or (b) the lowest
price per share at which the  Company's  common stock is or has been issued upon
the conversion of any derivate  security into the Company's  common stock or (c)
the amount of each  debenture  to be  converted  divided  by 90% of the  closing
market price of the Company's  common stock for the day prior to the date of the
exercise of such conversion right. Each holder will be entitled to convert their
debenture on the basis of the conversion  price into the Company's common stock,
provided  that each  holder  cannot  convert  into  shares that would cause that
holder to own more than 4.9% of the Company's  outstanding  common  stock.  Each
debenture  matured on December 31, 2006.  During February 2007 Candent purchased
$25,000 of the former  officer  debenture  and  Cornell  purchased  the  Candent
debenture of $85,049 and the remaining balance on the former officer's debenture
or $132,948.  The terms of the  purchased  debentures  were not  changed.  As of
September  30, 2007 the  Company has not been  notified by Cornell or Candent to
demand payment of the convertible debentures.

                                       10
<PAGE>

Subsequent  to September 30, 2007,  Candent  converted  $25,000 into  25,000,000
shares and Cornell  converted  $40,000 into  40,000,000  shares of the Company's
common stock.

The Company  determined that the conversion  feature of the assumed  convertible
debentures represent an embedded derivative since the debentures are convertible
into a variable  number of shares  upon  conversion.  Accordingly,  the  assumed
convertible  debentures  are not considered to be  conventional  debt under EITF
00-19 and the embedded  conversion feature must be bifurcated from the debt host
and accounted for as a derivative  liability.  The embedded  derivative  feature
created  by the  variable  conversion  meets the  criteria  of SFAS 133 and EITF
00-19,  and should be accounted for as a separate  derivative.  At September 30,
2007 the fair  value  of the  conversion  derivative  liability  created  by the
assumed debentures calculated using the Black-Scholes model was $51,214. For the
three and nine months  periods  ended  September  30, 2007 the  unrealized  gain
(loss) on the derivative  instrument created by this debenture was $(38,966) and
$7,817 , respectively.

On September 18, 2007, the Company entered into a $500,000 Convertible Debenture
("September 2007  Debenture")  Agreement with two individuals  ("Holders").  The
September 2007 debenture  provides  interest in an amount of 8% per annum and is
convertible into the Company's common stock at the lesser of (a) 0.024 per share
or (b) the  amount  of this  debenture  to be  converted  divided  by 90% of the
closing  market price of the Maker's  common stock for the day prior to the date
of the exercise of such conversion right. Holder will be entitled to convert the
debenture on the basis of the conversion  price into the Company's common stock,
provided that Holders  cannot convert into shares that would cause Holder to own
more 4.9% of the Company's outstanding common stock.

The $500,000  proceeds from the September 2007 debenture were received by Seaway
Valley Fund, LLC ("Seaway"), a related party to the Company, as a deposit on the
investment (see Note 8). Seaway is a wholly owned  subsidiary of WiseBuys Stores
Inc  ("WiseBuys").  WiseBuys  acquired Seaway in 2006 from Thomas Scozzafava and
Dierdre  Scozzafava.  Thomas  Scozzafava owned  approximately 50% of the capital
stock of WiseBuys prior to the acquisition of WiseBuys by the Company on October
23, 2007.  The Company  plansto use the proceeds  from the  debentures to assist
with the Hackett transaction (See Note 9).

The Company  determined that the conversion  feature of the assumed  convertible
debentures  represent an embedded derivative since the debentures is convertible
into a variable  number of shares  upon  conversion.  Accordingly,  the  assumed
convertible  debentures  are not considered to be  conventional  debt under EITF
00-19 and the embedded  conversion feature must be bifurcated from the debt host
and accounted for as a derivative  liability.  The embedded  derivative  feature
created  by the  variable  conversion  meets the  criteria  of SFAS 133 and EITF
00-19,  and should be accounted for as a separate  derivative.  At September 30,
2007 the fair  value  of the  conversion  derivative  liability  created  by the
assumed debentures calculated using the Black-Scholes model was $63,173. For the
three and nine months periods ended  September 30, 2007 the  unrealized  loss on
the derivative instrument created by this debenture was $63,173 .

The following assumptions were applied to all convertible debt:

                                                      September 30,
                                                          2007
------------------------------------------------------------------------------
Market price                                              $0.03
Exercise prices                                      $0.0157- $0.027
Expected volatility                                  238.86%-308.67%
Expected dividends                                        None
Expected term (in days)                                   1-10
Risk-free interest rate                                4.03%-4.26%

The convertible debentures liability is as follows at September 30, 2007:


Convertible debentures payable                              $1,036,122

Less: unamortized discount on debentures                        71,729
                                                            ----------
Convertible debentures, net - Long term                     $  964,393
                                                            ==========

                                       11
<PAGE>

Note 5 - INCOME TAXES

The  Company   currently  files  an  income  tax  return  in  the  U.S.  federal
jurisdiction  as well as in New York.  Tax returns for the year 2006 remain open
for  examination  in various  tax  jurisdictions  in which the  Company  and its
subsidiaries operates or operated.

The Company adopted the provisions of FASB  Interpretation  No. 48,  "Accounting
for  Uncertainty in Income  Taxes-An  Interpretation  of FASB Statement No. 109,
Accounting  for Income Taxes" ("FIN 48"), on January 1, 2007. As a result of the
implementation of FIN 48, the Company  recognized no material  adjustment in the
liability for unrecognized income tax benefits.  At the adoption date of January
1, 2007,  and at September 30, 2007,  there were no  unrecognized  tax benefits.
Interest and penalties  related to uncertain tax positions will be recognized in
income tax expense.  As of September 30, 2007, no interest  related to uncertain
tax positions had been accrued.

Note 6 - STOCKHOLDER'S EQUITY

The Company  accounts for its  share-based  employee  compensation  arrangements
under SFAS No. 123 (revised 2004),  "Share Based Payment"  ("SFAS 123R"),  which
requires  companies  to  recognize  the cost of  employee  services  received in
exchange for awards of equity instruments, based on the grant date fair value of
those awards, in the financial statements.

On January 4, 2007 the Company  issued 130 shares of common stock to an employee
for services provided. The fair value of the award was determined by the closing
price of its stock on the issuance  date.  For the three and nine months periods
ended  September  30,  2007  the  Company  incurred  $0 and $16 of  share  based
compensation, respectively, related to this issuance.

On January 16,  2007 the  Company  issued  6,914,892  shares of common  stock to
employees for services provided.  The fair value of the awards was determined by
the  closing  price of its stock on the  issuance  date.  For the three and nine
month periods ended  September 30, 2007 the Company  incurred $0 and $760,638 of
share based compensation, respectively, related to these issuances.

On February 26, 2007  GreenShift  Corporation  converted its 6,250 shares of its
Series B Voting Preferred Stock into its Common Stock for $1.

On  February  26,  2007,  the  Company's  additional  Paid in Capital  increased
$712,125  due to the discount  taken on the Cornell  Convertible  Debenture  for
detachable warrants granted in conjunction with the financing.

On February 27, 2007 Highgate  converted  $1,457 of its  convertible  debentures
into 1,457,000 shares of its Common Stock

On March 2, 2007 Cornell Capital converted $52,850 of its convertible debentures
into 5,285,000 shares of its Common Stock

On  March  21,  2007  Cornell  Capital  converted  $13,760  of  its  convertible
debentures into 1,376,000 shares of its Common Stock

On March 29,  2007 the  Company  issued  35,000,000  shares  of common  stock to
employees for services provided.  The fair value of the awards was determined by
the  closing  price of its stock on the  issuance  date.  For the three and nine
months period ended September 30, 2007 the Company incurred $0 and $1,050,000 of
share based compensation, respectively, related to these issuance.

On April 18, 2007  GreenShift  Corporation  converted  its 12,500  shares of its
Series B Voting Preferred Stock into its Common Stock for $20,083.

On May 8, 2007 the  Company  issued  40,500,000  shares  of  common  stock to an
employee for services  provided.  The fair value of the award was  determined by
the  closing  price of its stock on the  issuance  date.  For the three and nine
months periods ended September 30, 2007 the Company  incurred $0 and $226,800 of
share based compensation related to these issuance.

On May 14, 2007 the Company issued 2,500,000 shares of common stock to employees
for  services  provided.  The fair  value of the awards  was  determined  by the
closing price of its stock on the issuance  date.  For the three and nine months
periods ended  September  30, 2007 the Company  incurred $0 and $14,250 of share
based compensation related to these issuance.

                                       12
<PAGE>

On May 14, 2007 an employee returned 500,000 shares of common stock, which were
canceled by the Company. The common stock was issued for services provided on
March 29, 2007. The Company reversed compensation expenses of $15,000 on May 14,
2007.

On June 14, 2007 Highgate  converted $16,000 of its convertible  debentures into
6,666,667 of its common stock.

On June 27, 2007 Highgate  converted $12,000 of its convertible  debentures into
20,000,000 of its common stock.

On July 2, 2007 Highgate converted $12,350 of its convertible debentures into
20,583,333 of its common stock.

On July 12, 2007 the  Company's  majority  shareholder,  Seaway  Capital,  Inc.,
converted  308,234,884  shares of Company  common  stock into  21,750  shares of
Company Series B preferred stock.

On July 12, 2007 Candent converted $25,507 of its convertible debentures into
25,507,700 of its common stock.

On July 18, 2007 Highgate converted $118,000 of its convertible  debentures into
71,428,571 of its common stock.

On July 25, 2007 Highgate  converted $84,500 of its convertible  debentures into
20,609,756 of its common stock.

On July 26, 2007 Highgate  converted $12,000 of its convertible  debentures into
20,000,000 of its common stock.

On July 30, 2007 Highgate  converted $12,000 of its convertible  debentures into
20,000,000 of its common stock.

On August 2, 2007 Highgate converted $80,000 of its convertible debentures into
19,512,195 of its common stock.

On August 8, 2007 Highgate converted $187,000 of its convertible debentures into
44,308,943 of its common stock.

On August 10, 2007 Highgate  converted  $188,479 of its  convertible  debentures
into 41,884,222 of its common stock.

On August 16, 2007 Highgate converted $80,000 of its convertible debentures into
18,604,651 of its common stock.

On August 21, 2007 Highgate converted $85,000 of its convertible debentures into
19,767,442 of its common stock.

On August 29, 2007 Highgate converted $80,000 of its convertible debentures into
18,604,651 of its common stock.

On September 11, 2007 Highgate  converted $82,000 of its convertible  debentures
into 20,000,000 of its common stock.

On September 11, 2007, the Company issued  20,000,000 shares of its common stock
to Cornell for one time cashless exercise of 20,000,000 warrants.

On September 20, 2007 Highgate  converted $11,543 of its convertible  debentures
into 2,355,714 of its common stock.

On September 20, 2007 Highgate converted $141,716 of its convertible debentures
into 28,087,339 of its common stock.

On September 28, 2007 Cornell  converted  $79,783 of its convertible  debentures
into 79,783,000 of its common stock.

Note 7 - DISCONTINUED OPERATIONS

On July  1,  2007 GS  Carbon  Corporation  completed  the  sale to GS  CleanTech
Corporation. a related Party, of the capital stock of GS Carbon Trading, Inc. GS
Carbon Trading owns capital stock in Sterling  Planet,  Inc.,  Terra Pass, Inc.,
Air Cycle  Corporation,  General  Ultrasonics  Corporation and General Carbonics
Corporation.

                                       13
<PAGE>

In exchange for the capital  stock in GS Carbon  Trading,  GS CleanTech  assumed
liability to Cornell Capital  Partners under certain  Convertible  Debentures in
the  principal  amount of  $1,125,000  issued by GS  Carbon to  Cornell  Capital
Partners.

On July  1,  2007  the  Company  recorded  a gain on  disposal  of  discontinued
operations of $2,234,974 computed as follows.

Cash                                                    $    7,736
Property Plant and Equipment, net                          140,205
Security deposits                                            7,548
Interest receivable - GreenShift                            31,283
Due from GreenShift                                      1,135,723
Deferred financing cost, net                               104,167
Technology license, net                                    222,129
Investment in Sterling Planet Inc.                       1,685,333
Investment in Air Cycle Corporation                        303,078

Total Assets Transferred                                 3,637,202
                                                         ---------

Accounts payable                                           317,850
Accrued expenses                                           33,917
Interest payable                                            37,500
Interest payable - Greenshift                               27,357
Investment payable                                         191,427
Due to Greenshift                                          531,986
Due to Candent                                             616,000
Due to GS Advance Application                                5,100
Due to GS Ethanol Technologies                             238,306
Due to GS Cleantech Ventures                                25,000
Due to related party                                        50,000
Derivative liability                                     3,266,171
Cornell debenture payable, net to discount of $593,438     531,562

Total Liabilities Transferred                            5,872,176
                                                         ---------
Net Gain on Disposal of Discontinued Operations        $ 2,234,974
                                                         =========

Results of discontinued operations for the three and nine months ended September
30,  2007 and the  three  months  ended  September  30,  2006 and the  period of
inception  (January 14, 2006) to September 30, 2006 relate to the  operations of
GS  Carbon  Trading,   Inc.  The  financial  results  included  in  discontinued
operations are as follows:
<TABLE>
<CAPTION>
                                                                                               Period of
                                                                                              Inception
                                                      Three Months Ended     Nine Months   (January 14, 2006)
                                                        September  30,          Ended             to
                                                     2007           2006  September 30, 2007 September 30,2006
                                                  -----------------------------------------------------------

<S>                                             <C>          <C>            <C>            <C>
Revenue account .............................   $     --     $      --      $    18,900    $      --
Cost of revenue .............................         --            --          (12,126)          --
SG&A expenses ...............................         --        (222,093)      (730,330)      (433,816)
Gain on investment ..........................         --            --           76,487           --
Interest income .............................         --            --           31,283           --
Technology license written off ..............         --            --         (189,832)          --
Amortization of financing cost ..............         --            --          (20,833)          --
Unrealized loss on derivative instruments ...         --            --       (3,266,171)          --
Interest expenses ...........................         --          (7,950)      (156,188)       (19,663)

                                                ----------   -----------    -----------    -----------
Loss from discontinued operations, net of tax   $     --     $  (230,043)   $(4,248,810)   $  (453,479)
                                                ==========   ===========    ===========    ===========
</TABLE>
                                       14
<PAGE>

In  connection  with  the  assumption  of  the  $1,125,000  Cornell  convertible
debentures  by GS  Cleantech,  the  Company  agreed to allow  Cornell a one-time
cashless exercise of 20,000,000 warrants into 20,000,000 shares of the Company's
common stock. In addition,  Cornell and Highgate  agreed to the  cancellation of
the 31,562,000 remaining warrants.

Note 8 - DEPOSIT ON IVNESTMENT

In September 2007, the company entered into a $500,000 debenture  agreement with
two individuals (see Note 4). The proceeds received were deposited into a Seaway
Valley Fund, LLC account as an advance deposit of the pending  transactions with
Wisebuys  Stores,  Inc. Seaway Valley Fund, LLC is a wholly owned  subsidiary of
Wisebuys Stores,  Inc. The funds were subsequently used in November 2007 during
the acquisition of Hacketts (see Note 9).

Note 9 - SUBSEQUENT EVENTS

Merger Agreement

On October 23, 2007, Seaway Valley Capital  Corporation (the "Company") acquired
all of the capital  stock of WiseBuys  Stores,  Inc.  ("WiseBuys").  The current
President and CEO of the Company, Thomas Scozzafava,  owned approximately 50% of
WiseBuys prior to this  acquisition.  In exchange for the WiseBuys  shares,  the
Company issued to the shareholders of WiseBuys 1,458,236 shares of the Company's
Series  C  Convertible  Preferred  Stock.  The  Series  C  Shares  each  have  a
liquidation  preference of $4.00 (i.e. a total  liquidation  preference  for the
Series C shares of  $5,832,944).  Four of the Series C shares  can be  converted
into a share of common  stock at 85% of the  market  price.  The  holders of the
Series C shares will have voting rights and dividend  rights equal to the common
shares  into which  they can be  converted.  WiseBuys  Stores,  Inc.,  which was
organized in 2003,  owns and operates five retail stores in central and northern
New York. It also owns a portfolio of minority  investments  indirectly  through
its wholly owned subsidiary,  Seaway Valley Fund, LLC. Thomas Scozzafava and his
sister,  Deirdre  Scozzafava,  owned  Seaway  Valley  Fund,  LLC  prior  to  its
acquisition by WiseBuys in 2006.

On May 24,  2007,  WiseBuys  entered  into an  agreement  (the  "Stock  Purchase
Agreement") with Patrick Hackett  Hardware Company  ("Hacketts") to acquire 100%
of the  outstanding  stock of  Hacketts  for $6 million  including  an  up-front
payment of $2,000,000 and notes of $500,000,  $1,000,000 and $2,500,000 due nine
months, twelve months and amortized years four through eight,  respectively.  On
September  18,  2007,  the  Hacketts  Merger  Agreement  was amended (the "Stock
Purchase Agreement  Amendment") to reduce the up-front payment to $1,500,000 and
to add an  additional  future  payment  of  $500,000  due at month  fifteen.  In
addition  as  part  of the  closing  the  Company  repaid  in  full  a  loan  of
approximately $494,000. This transaction closed on November 7, 2007.

WiseBuys  executed  a debt  guaranty  agreement  with  Community  bank  with  an
effective date of November 7, 2007.


















                                       15
<PAGE>

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

BUSINESS RISK FACTORS

There are many  important  factors that have  affected,  and in the future could
affect, Seaway Valley Capital Corporation's business,  including but not limited
to the factors discussed below, which should be reviewed carefully together with
other information  contained in this report.  Some of the factors are beyond our
control and future trends are difficult to predict.

As of July 1, 2007, Seaway Capital, Inc. can exert control over us and may not
make decisions that further the best interests of all stockholders.

As of July 1, 2007, Seaway Capital, Inc. controls 100% of our outstanding Series
B preferred stock after competing the purchase from GreenShift corporation.  The
preferred  shares are  convertible  into 80% of our Common  Stock.  As a result,
Seaway  Capital,  Inc.  exerts  a  significant  degree  of  influence  over  our
management  and  affairs  and  over  matters  requiring   stockholder  approval,
including  the  election of  directors  and  approval of  significant  corporate
transactions. In addition, the concentration of ownership may delay or prevent a
change in control of us and might affect the market price of our commons  stock,
even when a change in control may be in the best  interest  of all  stockholder.
Furthermore,  the interest of this  concentration  of  ownership  may not always
coincide  with  our  interest  or  the  interests  of  other   stockholder   and
accordingly,  they could cause us to enter into transactions or agreements which
we would not otherwise consider.


The  issuance  of  shares  under our  convertible  debentures  agreements  could
increase the total common shares outstanding by 7%.

While the debentures are subject to restrictions on conversion, upon default the
holders of the  debentures  could  convert such  debentures  into  approximately
43,975,391  shares  based  on the  market  price on  September  30,  2007.  Such
issuances  would reduce the  percentage  of  ownership  of our  existing  common
stockholders  and could,  among  other  things,  depress the price of our common
stock.  This result could  detrimentally  affect our ability to raise additional
equity capital. In addition, the sale of these additional shares of common stock
may cause the market price of our stock to decrease.

Seaway  Valley  Capital  Corporation  is not likely to hold  annual  shareholder
meetings in the next few years.

Delaware  corporation law provides that members of the board of directors retain
authority  to act  until  they are  removed  or  replaced  at a  meeting  of the
shareholders.  A  shareholder  may petition  the  Delaware  Court of Chancery to
direct that a shareholders  meeting be held. But absent such a legal action, the
board has no obligation to call a  shareholders  meeting.  Unless a shareholders
meeting is held, the existing directors elect directors to fill any vacancy that
occurs on the board of directors. The shareholders,  therefore,  have no control
over the constitution of the board of directors,  unless a shareholders  meeting
is held.  Management  does not expect to hold annual meetings of shareholders in
the next few years,  due to the  expense  involved.  Thomas  Scozzafava,  who is
currently the sole director of Seaway Valley Capital Corporation,  was appointed
to that position by the previous directors.  If other directors are added to the
Board in the future,  it is likely that Mr.  Scozzafava  will appoint them. As a
result,  the  shareholders  of Seaway Valley  Capital  Corporation  will have no
effective  means of  exercising  control over the  operations  of Seaway  Valley
Capital Corporation.

Investing in our stock is highly  speculative  and you could lose some or all of
your investment.

The value of our common stock may decline and may be affected by numerous market
conditions, which could result in the loss of some or the entire amount invested
in our stock. The securities  markets  frequently  experience  extreme price and
volume  fluctuations  that affect  market  prices for  securities  of  companies
generally and very small capitalization companies such as us in particular.

The volatility of the market for Seaway Valley Capital  Corporation common stock
may prevent a shareholder from obtaining a fair price for his shares.

The  common  stock of Seaway  Valley  Capital  Corporation  is quoted on the OTC
Bulletin  Board.  It is impossible to say that the market price on any given day
reflects the fair value of Seaway Valley  Capital  Corporation,  since the price
sometimes  moves up or down by 50% or more in a week's  time. A  shareholder  in
Seaway Valley Capital Corporation who wants to sell his shares,  therefore, runs
the risk that at the time he wants to sell,  the  market  price may be much less
than the price he would consider to be fair.

Our common stock  qualifies as a "penny stock" under SEC rules which may make it
more difficult for our stockholders to resell their shares of our common stock.

Our common stock trades on the OTC Bulletin Board.  As a result,  the holders of
our  common  stock  may find it more  difficult  to obtain  accurate  quotations
concerning  the market  value of the  stock.  Stockholders  also may  experience
greater difficulties in attempting to sell the stock than if it were listed on a
stock exchange or quoted on the NASDAQ National  Market or the NASDAQ  Small-Cap
Market.  Because our common  stock does not trade on a stock  exchange or on the
NASDAQ National Market or the NASDAQ Small-Cap  Market,  and the market price of
the common stock is less than $5.00 per share,  the common stock  qualifies as a
"penny stock." SEC Rule 15g-9 under the Securities  Exchange Act of 1934 imposes
additional  sales practice  requirements  on  broker-dealers  that recommend the
purchase or sale of penny  stocks to persons  other than those who qualify as an
"established   customer"  or  an  "accredited   investor."   This  includes  the
requirement   that  a   broker-dealer   must   make  a   determination   on  the
appropriateness  of  investments  in penny stocks for the customer and must make
special  disclosures  to the  customer  concerning  the  risks of penny  stocks.
Application  of the penny  stock  rules to our common  stock  affects the market
liquidity of the shares,  which in turn may affect the ability of holders of our
common stock to resell the stock.

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<PAGE>

Only a small portion of the investment  community  will purchase  "penny stocks"
such as our common stock.

Seaway Valley Capital Corporation common stock is defined by the SEC as a "penny
stock"  because it trades at a price less than  $5.00 per share.  Seaway  Valley
Capital  Corporation common stock also meets most common definitions of a "penny
stock," since it trades for less than $1.00 per share. Many brokerage firms will
discourage their customers from purchasing penny stocks, and even more brokerage
firms will not recommend a penny stock to their  customers.  Most  institutional
investors  will not  invest  in  penny  stocks.  In  addition,  many  individual
investors will not consider a purchase of a penny stock due, among other things,
to the negative  reputation that attends the penny stock market.  As a result of
this  widespread  disdain for penny stocks,  there will be a limited  market for
Seaway Valley  Capital  Corporation  common stock as long as it remains a "penny
stock." This situation may limit the liquidity of your shares.

FORWARD LOOKING STATEMENTS

In  addition  to  historical   information,   this  Quarterly   Report  contains
forward-looking statements, which are generally identifiable by use of the words
"believes,"  "expects,"  "intends,"   "anticipates,"  "plans  to,"  "estimates,"
"projects," or similar expressions. These forward-looking statements are subject
to certain  risks and  uncertainties  that could cause actual  results to differ
materially from those  reflected in these  forward-looking  statements.  Factors
that might  cause such a  difference  include,  but are not  limited  to,  those
discussed in the section entitled "Business Risk Factors." Readers are cautioned
not to place undue reliance on these forward-looking  statements,  which reflect
management's  opinions only as of the date hereof. We undertake no obligation to
revise or publicly release the results of any revision to these  forward-looking
statements.

OVERVIEW

Seaway Valley  Capital  Corporation  ("we," "our," "us," "Seaway  Valley Capital
Corporation,"  or  the  "Company")  is  a  development  stage  company  that  is
controlled  by Seaway  Capital,  Inc.,a money  management,  venture  capital and
leveraged buyout company formed in 2002 as "Seaway Capital Partners,  LLC." As a
result of the controlling stake acquisition, the Company's new business model is
to invest in majority and  minority  equity  stakes and to enter into  mezzanine
debt agreements with various operating companies.  Returns are intended to be in
the form of the eventual share  appreciation  and  dispossession of those equity
stakes and income from loans made to businesses.

The Company  intends to make equity,  equity-related,  and debt  investments  in
companies that require expansion capital and in companies  pursuing  acquisition
strategies.  The  Company  also  seeks  investments  in  leveraged  buyouts  and
restructurings.  The Company will consider investment  opportunities in a number
of  different  industries,   including  retail,  restaurants,   media,  business
services,  and  manufacturing,   and  the  Company  will  also  consider  select
technology investments.

Effective  August 16, 2007, the Company shall be renamed  "Seaway Valley Capital
Corporation."

RESULTS OF OPERATIONS FOR NINE MONTHS ENDED SEPTEMBER 30, 2007

Revenues

For the three and nine  month  periods  ended  September  30,  2007 the  Company
recorded no revenues from continuing operations.

Selling, General and Administrative Expenses

Selling,  general and administrative expenses from continuing operations for the
nine months ended  September 30, 2007 were $5,976 and for the three months ended
September 30, 2007 were $5,976.

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<PAGE>


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Interest Expense and Financing Costs

Interest  expenses and financing  costs for the nine months ended  September 30,
2007 were  $289,159  and for the three  months  ended  September  30,  2007 were
$1,667.

Unrealized Loss on Derivative Instruments

For the three and nine months ended  September  30, 2007 we recorded  $3,183,074
and $313,876 of unrealized  gains on derivative  instruments,  respectively.  We
have  determined  that the  conversion  feature  of our  convertible  debentures
represents an embedded  derivative  since the debentures are convertible  into a
variable  number of shares upon  conversion.  The unrealized  gain on derivative
instruments  represent the change in the fair value of our derivative  liability
from  December  31,  2006 for the nine  months  period and June 30, 2007 for the
three months period.  The unrealized gain increased  during the period due to an
increase in our stock price coupled with the  conversion of $1,062,329  Highgate
debentures and assumption of $1,125,000 convertible debentures by GS Cleantech.

Net Loss

Our net income for the three months and net loss for nine months  periods  ended
September 30, 2007 were $5,422,357 and $4,019,847, respectively. The three month
net income resulted from unrealized gain on derivatives and a $2,234,974 gain on
disposal of GS Carbon Trading, Inc. operations acquired by GS CleanTech. The net
loss incurred was due to the expenses and other factors described above.

Liquidity and Capital Resources

Summary of 2007 Activities

The cash flow  results  for the nine  months  ended  September  30,  2007 mainly
reflect  the  discontinued  operations  relating  to our former  decarbonization
business. At September 30, 2007 the Company had no cash. Subsequent to September
30, 2007 the Company  acquired all of the Capital Stock of WiseBuys  Stores Inc.
in exchange for 1,458,236 shares of the Company's Series C convertible Preferred
Stock and all of the  Capital  Stock of Patrick  Hackett  Hardware  Company  for
$6 million ($2 million in cash and $4 million in notes).

WiseBuys Summary

On October 23,  2007,  Seaway  Valley  Capital  Corporation  acquired all of the
capital stock of WiseBuys Stores, Inc.  ("WiseBuys").  The current President and
CEO  of  the  Company  owned   approximately  50%  of  Wisebuys  prior  to  this
acquisition.  In exchange for the  WiseBuys  shares,  the Company  issued to the
shareholders of WiseBuys  1,458,236 shares of the Company's Series C Convertible
Preferred Stock. The Series C Shares each have a liquidation preference of $4.00
(i.e. a total  liquidation  preference  for the Series C shares of  $5,832,944).
Four of the Series C shares can be converted into a share of common stock at 85%
of the market price.  The holders of the Series C shares will have voting rights
and dividend rights equal to the common shares into which they can be converted.

WiseBuys  Stores,  Inc.,  which was  organized in 2003,  owns and operates  five
retail  stores in central and  northern  New York.  It also owns a portfolio  of
minority  investments  indirectly  through its wholly-owned  subsidiary,  Seaway
Valley Fund, LLC. Thomas Scozzafava and his sister owned Seaway Valley Fund, LLC
prior to its acquisition by Wisebuys in 2006.

Hackett Acquisition

On November 9, 2007, WiseBuys Stores, Inc., completed its acquisition of Patrick
Hackett  Hardware  Company.  Hacketts,  one of  the  nation's  oldest  retailers
established in 1830, is a full line department store  specializing in name brand
merchandise and full service hardware. At the time of the acquisition,  Hacketts
had five locations  featuring brand name clothing for men, women,  and children,
and a large  selection of athletic,  casual,  and work  footwear.  Hacketts also
carries domestics,  home decor, gifts,  seasonal merchandise and sporting goods.
Hacketts full service hardware department features traditional  hardware,  tool,
plumbing, paint and electrical departments.

Hacketts will be the surviving  operating entity with all of the WiseBuys stores
to be  converted  to and  run  under  the  "Hacketts"  brand.  After  the  store
conversions,  Hacketts will operate nine locations including Canton, Gouverneur,
Hamilton,  Massena,  Ogdensburg,  Potsdam, Pulaski, Tupper Lake, and Watertown -
all in New York.

                                      18

<PAGE>
ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our chief  executive  officer and chief  financial  officer  participated in and
supervised the evaluation of our disclosure  controls and procedures (as defined
in Rules 13(a)-15(e) and 15(d)-15(e) under the Securities  Exchange Act of 1934,
as amended (the  "Exchange  Act")) that are designed to ensure that  information
required  to be  disclosed  by us in the  reports  that  we  file  is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's rules and forms.  Disclosure  controls and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that the  information  required to be disclosed by us in the reports that
we  file  or  submit  under  the  Act is  accumulated  and  communicated  to our
management,  including our chief executive officer and chief financial  officer,
to allow timely decisions  regarding  required  disclosure.  The Company's chief
executive officer and chief financial officer  determined that, as of the end of
the period  covered by this report,  these  controls and procedures are adequate
and  effective  in  alerting  him in a timely  manner  to  material  information
relating to the  Company  that are  required  to be  included  in the  Company's
periodic SEC filings.

The  Company  identified  that  there  was a change  in  internal  control  over
financial  reporting  (as  defined  in Rule  13a  15(f)  promulgated  under  the
Securities  Exchange Act of 1934) due to the change in control of the Company at
July 1,  2007 and  factored  this  change  in the  evaluation  described  in the
previous paragraph. The main change deals with different personnel involved with
internal control over financial reporting.





















                                       19
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None during the nine months ended September 30, 2007

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The  following are exhibits  filed as part of the Company's  Form 10-QSB for the
period ended September 30, 2007:

Exhibit Number             Description

31.1 Certification    of   Chief    Executive    Officer    pursuant   to   Rule
     13a-14(a)/15d-14(a),   as  adopted   pursuant   to   Section   302  of  the
     Sarbanes-Oxley Act of 2002.

31.2 Certification    of   Chief    Financial    Officer    pursuant   to   Rule
     13a-14(a)/15d-14(a),   as  adopted   pursuant   to   Section   302  of  the
     Sarbanes-Oxley Act of 2002.

32.1 Certification  of Chief  Executive  Officer  and  Chief  Financial  Officer
     pursuant  to  18  U.S.C.   Section  1350,   as  adopted   pursuant  to  the
     Sarbanes-Oxley Act of 2002.





















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<PAGE>

                                   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 on the date indicated.



SEAWAY VALLEY CAPITAL CORPORATION

By:             /S/      THOMAS SCOZZAFAVA
                --------------------------
                         THOMAS SCOZZAFAVA
                         Chairman, Chief Executive Officer
                          and Chief Financial Officer
Date:                    November 14, 2007


































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