UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION
 Washington, D.C.
20549
 
 FORM
10-Q
  QUARTERLY
REPORT UNDER SECTION 13 OR 15 (d)
 OF
THE SECURITIES EXCHANGE ACT OF 1934
 FOR
THE FISCAL QUARTER ENDED SEPTEMBER 30, 2008
  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
      Employerincorporation
      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 large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check One)
  Large
accelerated filer___ Accelerated
filer__  Non-accelerated filer___ Small
reporting company_X_
  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 18, 2008 was:1,611,626,798
  
  PART
I - FINANCIAL INFORMATION
  ITEM
1. FINANCIAL STATEMENTS (UNAUDITED)
 
 SEAWAY
      VALLEY CAPITAL CORPORATION AND SUBSIDIARIESCONSOLIDATED
      BALANCE SHEETAS
      OF SEPTEMBER 30, 2008 (UNAUDITED) AND DECEMBER 31,
  2007
 
 ASSETS
              
              September
      30, 2008
              
              
              December
      31, 2007Current
      assets:Cash
              
              $
              514,199
              
              
              $
              1,116,003Accounts
      receivable
              
              
              458,422
              
              
              
              323,357Inventories
              
              
              9,422,265
              
              
              
              6,194,051Notes
      receivable
              
              
              2,125,000
              
              
              
              1,200,000Marketable
      securities, trading
              
              
              -
              
              
              
              158,353Prepaid
      expenses and other assets
              
              
              308,954
              
              
              
              48,990Refundable
      income taxes
              
              
              205,213
              
              
              
              320,032Total
      current assets
              
              
              13,034,053
              
              
              
              9,360,786Property
      and equipment, net
              
              
              14,658,499
              
              
              
              3,787,485Other
      Assets:Deferred
      financing fees
              
              
              455,502
              
              
              
              82,301Investments,
      at cost
              
              
              605,973
              
              
              
              357,736Other
      Assets
              
              
              20,526
              
              
              
              29,490Excess
      purchase price
              
              
              6,561,924
              
              
              
              8,988,102Security
      deposits
              
              
              32,300
              
              
              
              32,300Total
      other assets
              
              
              7,676,225
              
              
              
              9,489,929TOTAL
      ASSETS
              
              
              35,368,777
              
              
              
              22,638,200LIABILITIES
      AND STOCKHOLDER'S EQUITYCurrent
      liabilities:Line
      of credit
              
              
              4,719,287
              
              
              
              925,000Accounts
      payable
              
              
              6,777,870
              
              
              
              3,133,709Accrued
      expenses
              
              
              2,029,966
              
              
              
              719,099Current
      portion of long term debt
              
              
              2,279,843
              
              
              
              3,075,869Convertible
      debentures
              
              
              2,237,841
              
              
              
              946,328Derivative
      liability - convertible debentures
              
              
              -
              
              
              
              878,499Total
      current liabilities
              
              
              18,044,807
              
              
              
              9,678,504Long
      term debt, net of current
              
              
              5,927,512
              
              
              
              4,800,874Convertible
      debentures payable, net - long term
              
              
              3,226,176
              
              
              
              1,177,669Due
      to related parties
              
              
              12,500
              
              
              
              12,500Total
      liabilities
              
              
              27,210,995
              
              
              
              15,669,547Commitments
      and contingencies
              
              
              -
              
              
              
              -STOCKHOLDERS'
      EQUITYSeries
      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; no shares issued and outstanding
              
              
              -
              
              
              
              10Series
      C voting preferred stock, $.0001 par value; 4,800,000 shares
      authorized; 1,449,236 shares issued and outstanding
              
              
              145
              
              
              
              146Series
      D voting preferred stock, $.0001 par value; 1,250,000 shares
      authorized; 1,050,000 shares issued and outstanding
              
              
              105
              
              
              
              -Series
      E voting preferred stock, $.0001 par value; 100,000 shares
      authorized; 100,000 shares issued and outstanding
              
              
              10
              
              
              
              -Common
      stock, $0.0001 par value, 10,000,000,000 authorized; 694,585,065
      and 178,278,427 shares issued and outstanding
              
              
              69,459
              
              
              
              17,828Additional
      paid-in capital
              
              
              15,778,628
              
              
              
              11,958,598Accumulated
      deficit
              
              
              (7,690,565
              )
              
              
              (5,007,929
              )Total
      stockholders' equity
              
              
              8,157,782
              
              
              
              6,968,653TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              35,368,777
              
              
              $
              22,638,200
  The
notes to the consolidated financial statements are an integral part of these
statements
 2
  SEAWAY VALLEY CAPITAL
      CORPORATION AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF INCOMEFOR
      THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND
  2007(UNAUDITED)
 
 Three
      Months Ended September 30,
              
              
              Nine
      Months Ended September 30,2008
              
              
              2007
              
              
              2008
              
              
              2007Revenue
              
              $
              5,715,048
              
              
              $
              -
              
              
              $
              13,533,715
              
              
              $
              -Cost
      of revenue
              
              
              3,580,699
              
              
              
              -
              
              
              
              8,953,729
              
              
              
              -Gross
      profit
              
              
              2,134,349
              
              
              
              -
              
              
              
              4,579,986
              
              
              
              -Loss
      on sale of securities
              
              
              (154
              )
              
              
              -
              
              
              
              (106,556
              )
              
              
              -Operating
      expenses:Selling,
      general and administrative expenses (including
      stock based compensation of $145,000,
      $0, $639,500 and $2,036,704 respectively)
              
              
              3,623,187
              
              
              
              -
              
              
              
              9,277,908
              
              
              
              2,036,704Total
      operating expenses
              
              
              3,623,187
              
              
              
              -
              
              
              
              9,277,908
              
              
              
              2,036,704Operating
      loss
              
              
              (1,488,992
              )
              
              
              -
              
              
              
              (4,804,478
              )
              
              
              (2,036,704
              )Other
      income (expense):Management
      fees - related party
              
              
              -
              
              
              
              96,226
              
              
              
              -
              
              
              
              96,226Unrealized
      gain on derivative instruments
              
              
              4,606,421
              
              
              
              3,183,074
              
              
              
              3,282,711
              
              
              
              313,876Gain
      on disposition of assets
              
              
              655,471
              
              
              
              -
              
              
              
              655,471
              
              
              
              -Interest
      expense
              
              
              (714,422
              )
              
              
              (1,667
              )
              
              
              (1,973,177
              )
              
              
              (289,159
              )Interest
      income
              
              
              27,367
              
              
              
              -
              
              
              
              157,416
              
              
              
              -Other
      income (expense)
              
              
              35,181
              
              
              
              5,976
              
              
              
              2,556
              
              
              
              5,976Total
      other income (expense)
              
              
              4,610,018
              
              
              
              3,283,609
              
              
              
              2,124,977
              
              
              
              126,919Income
      (loss) from continuing operations
              
              
              3,121,026
              
              
              
              3,283,609
              
              
              
              (2,679,501
              )
              
              
              (1,909,785
              )Discontinued
      operationsGain
      on disposal of discontinued operations
              
              
              -
              
              
              
              2,234,974
              
              
              
              -
              
              
              
              2,234,974Loss
      from discontinued operations
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (4,248,810
              )Total
      discontinued operations
              
              
              -
              
              
              
              2,234,974
              
              
              
              -
              
              
              
              (2,013,836
              )Income
      (loss) before provision for income taxes
              
              
              3,121,026
              
              
              
              5,518,583
              
              
              
              (2,679,501
              )
              
              
              (3,923,621
              )Provision
      for income taxes
              
              
              1,939
              
              
              
              -
              
              
              
              3,135
              
              
              
              -Net
      income
              
              $
              3,119,087
              
              
              $
              5,518,583
              
              
              $
              (2,682,636
              )
              
              $
              (3,923,621
              )Basic
      income (loss) per share - continuing
              
              $
              0.01
              
              
              $
              0.04
              
              
              $
              (0.01
              )
              
              $
              (0.03
              )Basic
      income (loss) per share - discontinued
              
              
              0.00
              
              
              
              0.02
              
              
              
              0.00
              
              
              
              (0.04
              )Basic
      income (loss) per share
              
              $
              0.01
              
              
              $
              0.06
              
              
              $
              (0.01
              )
              
              $
              (0.07
              )Diluted
      income (loss) per share - continuing
              
              $
              0.00
              
              
              $
              0.04
              
              
              $
              (0.01
              )
              
              $
              (0.03
              )Diluted
      income (loss) per share - discontinued
              
              
              0.00
              
              
              
              0.02
              
              
              
              0.00
              
              
              
              (0.04
              )Diluted
      income (loss) per share
              
              $
              0.00
              
              
              $
              0.06
              
              
              $
              (0.01
              )
              
              $
              (0.07
              )Weighted
      average of shares of common stock outstanding:Basic
              
              
              496,473,835
              
              
              
              85,562,572
              
              
              
              312,534,403
              
              
              
              58,242,812Diluted
              
              
              18,667,467,259
              
              
              
              91,360,831
              
              
              
              312,534,403
              
              
              
              58,242,812
  The
notes to the consolidated financial statements are an integral part of these
statements.
 3
 
 SEAWAY VALLEY CAPITAL CORPORATION AND
      SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF CASH FLOWSFOR
      THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007(UNAUDITED)
 
 2008
              
              
              2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Continuing
      OperationsNet
      income (loss) from continuing operations
              
              $
              (2,682,636
              )
              
              $
              (4,019,847
              )Adjustments
      to reconcile net loss to net cash provided by
      continuing operating activities:Depreciation
      and amortization
              
              
              489,633
              
              
              
              26,849Loss
      on marketable securities
              
              
              106,728
              
              
              
              -Unrealized
      gain on derivatives
              
              
              (3,282,711
              )
              
              
              -Amortization
      of deferred financing fees
              
              
              136,799
              
              
              
              -Stock
      based compensation
              
              
              639,500
              
              
              
              2,036,704Amortization
      of debt discount
              
              
              964,147
              
              
              
              -Gain
      on disposition of assets
              
              
              (655,471
              )Change
      in assets and liabilities:Accounts
      receivable
              
              
              (101,926
              )
              
              
              -Inventory
              
              
              (3,177,300
              )
              
              
              -Prepaid
      expenses and other assets
              
              
              (222,447
              )
              
              
              -Refundable
      income taxes
              
              
              114,819
              
              
              
              -Other
      assets
              
              
              (2,648
              )
              
              
              -Security
      deposits
              
              
              -
              
              
              
              -Accounts
      payable
              
              
              2,676,565
              
              
              
              -Accrued
      expenses
              
              
              736,623
              
              
              
              103,180Cash
      Used in Continuing Operating Activities
              
              
              (4,260,325
              )
              
              
              (1,853,114
              )Discontinued
      operationsNet
      loss from discontinued operations
              
              
              -
              
              
              
              -Adjustments
      to reconcile net loss to net cash provided
      by discontinued operating activitiesDepreciation
      and amortization
              
              
              -
              
              
              
              -Loss
      on disposal of technology license
              
              
              -
              
              
              
              189,832Gain
      on discontinued operations
              
              
              -
              
              
              
              (2,234,974
              )Unrealized
      loss on derivative instruments
              
              
              -
              
              
              
              2,952,295Amortization
      of deferred financing fees and debt discount
              
              
              -
              
              
              
              341,576Gain
      on sale of investment
              
              
              -
              
              
              
              (76,487
              )Change
      in assets and liabilitiesAccrued
      liabilities
              
              
              -
              
              
              
              -Cash
      Provided by Discontinued Operating Activities
              
              
              -
              
              
              
              1,172,242Cash
      Used in Operating Activities
              
              $
              (3,604,854
              )
              
              $
              (680,872
              )
  The
notes in the consolidated financial statements are an integral part of these
statements.
 4
  SEAWAY
      VALLEY CAPITAL CORPORATION AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF CASH FLOWSFOR
      THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007(UNAUDITED)
 
 2008
              
              
              2007CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of investments
              
              $
              (185,000
              )
              
              $
              -Proceeds
      from sale of investment - discontinued
              
              
              -
              
              
              
              326,917Purchase
      of property and equipment
              
              
              (804,878
              )
              
              
              -Proceeds
      from notes receivable
              
              
              125,000
              
              
              
              -Cash
      assumed by GS CleanTech
              
              
              -
              
              
              
              (7,736
              )Cash
      Provided by (Used in) investing activities
              
              
              (864,878
              )
              
              
              319,181CASH
      FLOWS FROM FINANCING ACTIVITIES:Deferred
      financing fees
              
              
              (260,000
              )
              
              
              -Borrowings
      on line of credit
              
              
              4,547,181
              
              
              
              -Repayments
      to related parties - discontinued
              
              
              -
              
              
              
              (638,497
              )Proceeds
      from convertible debentures
              
              
              425,000
              
              
              
              1,000,000Repayment
      of long term debt
              
              
              (188,782
              )
              
              
              -Cash
      Provided by financing activities
              
              
              4,523,399
              
              
              
              361,503Net
      Decrease in Cash
              
              
              (601,804
              )
              
              
              (188
              )Cash
      at Beginning of Period
              
              
              1,116,003
              
              
              
              188Cash
      at End of Period
              
              $
              514,199
              
              
              $
              -Cash
      paid during the year for:Interest
              
              $
              370,528
              
              
              $
              -Income
      taxes
              
              $
              -
              
              
              $
              -SUPPLEMENTAL
      STATEMENT OF NON-CASH INVESTING AND FINANCING ACTIVITIES:Acquisition
      of Technology License
              
              $
              -
              
              
              $
              191,427Conversion
      of convertible debt and accrued interest into common stock
              
              $
              1,290,959
              
              
              $
              688,956Warrants
      issued with debt
              
              $
              728,170
              
              
              $
              -Conversion
      of preferred stock into common stock
              
              $
              2
              
              
              $
              2Deferred
      financing fees
              
              $
              -
              
              
              $
              125,000Convertible
      debentures issued in exchange for notes payable
              
              $
              4,956,836
              
              
              $
              500,000Discount
      recorded upon issuance of derivative
              
              $
              3,132,382
              
              
              $
              -Preferred
      stock issued for acquisition
              
              $
              1,213,235
              
              
              $
              -Exchange
      of Preferred series B for Preferred series E shares
              
              $
              -
              
              
              $
              -Discounts
      on convertible debt
              
              $
              -
              
              
              $
              712,125Conversion
      of common stock into preferred stock
              
              $
              -
              
              
              $
              2Acquisition
      of fixed assets
              
              $
              -
              
              
              $
              5,346Disposition
      of fixed assets in exchange for debt
              
              $
              655,471
              
              
              $
              -
 
 The
notes to the consolidated financial statements are an integral part of these
statements.
 5
  SEAWAY
VALLEY CAPITAL CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (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-Q.  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, 2008 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
Amended Annual Report on Form 10-KSB/A for the year ended December 31,
2007.
 
 NOTE
2- GOING CONCERN
  The financial statements have been prepared using accounting
principles generally accepted in the United States of America applicable for a
going concern, which assumes that the Company will realize its assets and
discharge its liabilities in the ordinary course of business. As of September
30, 2008, the Company has generated revenues of $13.5 million but has incurred a
net loss of approximately $2.68 million. Its ability to continue as a going
concern is dependent upon achieving sales growth, reduction of operation
expenses and ability of the Company to obtain the necessary financing to meet
its obligations and pay its liabilities arising from normal business operations
when they come due, and upon profitable operations. The outcome of these matters
cannot be predicted with any certainty at this time and raise substantial doubt
that the Company will be able to continue as a going concern. These financial
statements do not include any adjustments to the amounts and classification of
assets and liabilities that may be necessary should the Company be unable to
continue as a going concern.
  The
Company intends to overcome the circumstances that impact its ability to remain
a going concern through an increase of revenues, with interim cash flow
deficiencies being addressed through additional equity and debt financing. The
Company's ability to obtain additional funding will determine its ability to
continue as a going concern. There can be no assurances that these plans for
additional financing will be successful. Failure to secure additional financing
in a timely manner and on favorable terms if and when needed in the future could
have a material adverse effect on the Company's financial performance, results
of operations and stock price and require the Company to implement cost
reduction initiatives and curtail operations. Furthermore, additional equity
financing may be dilutive to the holders of the Company's common stock, and debt
financing, if available, may involve restrictive covenants, and may require the
Company to relinquish valuable rights.
  NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Deferred
Financing Fees and Debt Discounts
 
 Deferred
finance costs represent costs which may include direct costs paid to or warrants
issued to third parties in order to obtain long-term financing and have been
reflected as other assets. Costs incurred with parties who are providing the
actual long-term financing, which generally may  include  the value of
warrants,  fair value of the  derivative  conversion
 feature,  or the intrinsic value of beneficial conversion features
associated with the underlying debt, are reflected as a debt discount.
 These costs and discounts are generally amortized over the life of the
related debt.  In connection with debt issued during the nine months ended
September 30, 2008, the Company recorded debt discounts totaling $3,132,382.
Amortization expense related to these costs and discounts were $1,100,947 for
the nine months ended September 30, 2008, including $964,148 in debt discount
amortization included in interest expense on the Statement of Operations.
  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 we use for determining 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.
  6
  Income
Taxes
  Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating
loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date. At
September 30, 2008, the Company had a full valuation allowance against its
deferred tax assets.
  Estimated
Fair Value of Financial Instruments
  The
Company's financial instruments include cash, accounts payable, long term debt,
line of credit, convertible debt and due to related parties. Management believes
the estimated fair value of cash, accounts payable and debt instruments at
September 30, 2008 approximate their carrying value as reflected in the balance
sheets due to the short-term nature of these instruments or the use of market
interest rates for debt instruments. Fair value of due to related parties cannot
be determined due to lack of similar instruments available to the
Company.
  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.
  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 35,247,200 and
327,200 warrants outstanding at September 30, 2008 and 2007, respectively. The
inclusion of the warrants and potential common shares to be issued in connection
with convertible debt have an anti-dilutive effect on diluted loss per share
because under the treasury stock method the average market price of the
Company's common stock was less than the exercise prices of the warrants, and
therefore they are not included in the calculation.
  Recent
Accounting Pronouncements
 
 In
September 2006, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standard (SFAS) No. 157, Fair Value Measurements.
 SFAS No. 157 defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. SFAS No. 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years.
  In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities-an amendment of FASB Statement No. 133” (SFAS 161). SFAS
161 requires enhanced disclosures about an entity’s derivative and hedging
activities and thereby improves the transparency of financial reporting. SFAS
161 is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application encouraged.
The adoption of SFAS 161 is not expected to have a material impact on our
financial position, results of operations or cash flows.
 
 7
  NOTE
4 -SEGMENT INFORMATION
 
 The
Company has three reportable segments in 2008: retail sales, hospitality and
investment portfolio management.
 
 Nine
      Months Ended June 30, 2008Retail
              
              
              Hospitality
              
              
              Investing
              
              
              TotalRevenueMerchandise
      sales and third party income
              
              $
              11,748,205
              
              
              $
              -
              
              
              $
              -
              
              
              $
              11,748,205Food
      and beverage sales
              
              
              -
              
              
              
              1,785,510
              
              
              
              -
              
              
              
              1,785,510Realized
      and unrealized gain on securities
              
              
              -
              
              
              
              -
              
              
              
              (106,556
              )
              
              
              (106,556
              )Total
      revenue
              
              
              11,748,205
              
              
              
              1,785,510
              
              
              
              (106,556
              )
              
              
              13,427,159Cost
      and expensesCost
      of revenue
              
              
              8,013,079
              
              
              
              940,650
              
              
              
              -
              
              
              
              8,953,729Selling
      and administrative
              
              
              8,151,679
              
              
              
              1,126,229
              
              
              
              -
              
              
              
              9,277,908Interest
      expense
              
              
              1,923,866
              
              
              
              49,311
              
              
              
              -
              
              
              
              1,973,177Disposition
      of assets
              
              
              (655,471
              )
              
              
              -
              
              
              
              -
              
              
              
              (655,471
              )Unrealized
      loss on derivative instruments
              
              
              (3,282,711
              )
              
              
              -
              
              
              
              -
              
              
              
              (3,282,711
              )Other
      expense
              
              
              (159,972
              )
              
              
              -
              
              
              
              -
              
              
              
              (159,972
              )Total
      costs and expenses
              
              
              13,990,470
              
              
              
              2,116,190
              
              
              
              -
              
              
              
              16,106,660Loss
      from continuing operations
              
              $
              (2,242,265
              )
              
              $
              (330,680
              )
              
              $
              (106,556
              )
              
              $
              (2,679,501
              )Total
      assets
              
              $
              28,113,694
              
              
              $
              7,255,083
              
              
              $
              -
              
              
              $
              35,368,777Capital
      expenditures
              
              $
              563,465
              
              
              $
              241,413
              
              
              $
              -
              
              
              $
              804,878
 
  NOTE
5 - STOCKHOLDERS' EQUITY
  On
September 19, 2008, Seaway Valley Capital Corporation filed with the Secretary
of State of the State of Delaware a Certificate of Amendment of its Certificate
of Incorporation.  The amendment effected a reverse stock split of the
corporation’s common stock in the ratio of 1-for-5 and increased its authorized
common shares from 2,500,000,000 to 10,000,000,000. All share amounts included
in these financial statements have been adjusted to reflect the reverse stock
split.
  The
Company has 10,005,000,000 shares of capital stock authorized, consisting of
10,000,000,000 shares of Common Stock, par value $0.0001, 100,000 shares of
Series A Preferred Stock, par value $0.0001 per share, 100,000 shares of Series
B Preferred Stock, 1,600,000 shares of Series C Preferred Stock, 1,250,000
Shares of Series D Preferred Stock, 100,000 Shares of Series E Preferred Stock,
and 1,850,000 shares of undesignated Preferred Stock, $0.0001 par value. During
the nine months ended September 30, 2008 the Company issued 333,267,916 shares
of common stock upon the conversion of principal and interest due under
outstanding debentures and preferred stock.
 
 On March
14, 2008 the Company established the 2008 Stock and Stock Option Plan. The
number of Shares available for grant under the Plan shall not exceed sixteen
million (16,000,000) Shares. The Shares granted under this Plan may be either
authorized but unissued or reacquired Shares. A total of 16,000,000 shares were
issued during the nine months ended September 30, 2008 under the plan. On July
16, 2008, the Company established the 2008 Equity Incentive Plan.  The
number of shares available for issuance under the 2008 Equity Incentive Plan is
50,000,000.  A total of 50,000,000 shares were issued during the nine
months ended September 30, 2008 under the 2008 Equity Incentive
Plan.  On September 26, 2008, the Company established the 2008
Employee Equity Plan.  The number of shares available for issuance
under the 2008 Employee Equity Plan is 1,000,000,000.  A total of
145,000,000 shares were issued during the nine months ended September 30, 2008
under the 2008 Employee Equity Plan.
  During
the nine months ended September 30, 2008 holders of Series C Preferred Stock
converted 9,000 shares into 10,139,215 shares of common stock.
  8
  WARRANTS
  A summary
of the status of the Company’s outstanding stock warrants as of September 30,
2008 and 2007 is as follows:
 WeightedAverageExerciseShares
              
              
              PriceOutstanding
      at December 31, 2006
              
              
              -
              
              
              $
              -Granted
              
              
              327,200
              
              
              
              6.60Exercised
              
              
              -
              
              
              
              -Forfeited
              
              
              -
              
              
              
              -Outstanding
      at September 30, 2007
              
              
              327,200
              
              
              $
              6.60Exercisable
      at September 30, 2007
              
              
              327,200
              
              
              $
              6.60WeightedAverageExerciseShares
              
              
              PriceOutstanding
      at December 31, 2007
              
              
              8,327,200
              
              
              
              0.30Granted
              
              
              26,920,000
              
              
              
              0.05Exercised
              
              
              -
              
              
              
              -Forfeited
              
              
              -
              
              
              
              -Outstanding
      at September 30, 2008
              
              
              35,247,200
              
              
              $
              0.10Exercisable
      at September 30, 2008
              
              
              35,247,200
              
              
              $
              0.10
  STOCK
BASED COMPENSATION
 
 During
the nine months ended September 30, 2008 and 2007, the Company issued
172,900,000 and 16,882,982 shares of common stock to officers, employees and
consultants in exchange for services, respectively. In 2008, 161,000,000 shares
were issued under the various equity compensations plans. The shares were valued
at $639,500 and $2,036,704 based on the value of the shares on the dates of the
grants.
  NOTE
6 - LINE OF CREDIT
  On March
4, 2008, Seaway Valley Capital Corporation and its wholly owned subsidiaries,
WiseBuys Stores, Inc. and Patrick Hackett Hardware Company (collectively
"Seaway" or the "Company"), consummated a five million dollar ($5,000,000)
credit and security agreement with WellsFargo Bank, National
Association, acting through its Wells Fargo Business Credit operating division
(the "Line of Credit"). The funds available under Line of Credit are based on
the Company's current inventory with adjustments based on items such as accounts
payable. The term of the Line of Credit is three years. The interest rate on the
Line of Credit is equal to the sum of the Wells Fargo prime rate plus one and
one-quarter percent (1.25%), which interest rate shall change when and as the
Wells Fargo prime rate changes. These funds will be used for general working
capital at the Company. Under the terms of the agreement, the subsidiaries are
required to maintain certain financial covenants including tangible net worth,
net income and net cash flow amounts. At June 30, 2008 these covenants were not
met. The Company notified the bank and received a conditional waiver. The
Company was required to meet the terms of the conditional waiver as
follows:
  ·
              The
      base borrowing rate will increase by 3% to Prime + 4.25% from
      Prime + 1.25%. The difference between the rate as of April 1 (Prime +
      1.25%) and the rate as of the date of the closing of the waiver (Prime +
      4.25%) will be accrued and charged upon the last installment of the
      required $860,000 of capital funds (see
below).
 ·
              Rate
      will be reset to a level to be determined based upon satisfaction of the
      following conditions:
 o
              Provide
      $75,000 of capital immediately to satisfy conditions of the 1st
      quarter waiver.
 o
              Prepare
      revised monthly projections for the 4th
      quarter 2008 (subject to WFBC
review)
 o
              Provide
      $860,000 of capital by October 31, 2008, as
  follows:
 §
              $200,000
      by August 31, 2008,
 §
              $150,000
      by September 15, 2008,
 §
              $150,000
      by September 30, 2008,
 §
              $360,000
      by October 31, 2008.
 o
              Pay
      $20,000 fee.
  9
  As of
September 30, 2008, some of the above terms had not yet been met. Specifically,
the Company has raised additional capital of approximately $620,000, which is
$315,000 below the $935,000 required above. As a result of the foregoing, the
Company was not in compliance of the debt agreement at September 30, 2008. Due
to the default, certain other long term obligations that may be callable by the
holders have been classified as current in the accompanying financial
statements.
  NOTE 7
- CONVERTIBLE DEBENTURES
  Following
is a summary of convertible debentures as of September 30, 2008:
 Convertible
      debentures due on December 12, 2010 provide for interest at 7% per annum
      and are convertible at the lesser of (a) $0.10 per share or (b) 85% of the
      average 3 lowest Volume Weighted Average Prices ("VWAP") during the 20
      trading days prior to the holder's election to convert. If the holder
      elects to convert a portion of the debenture and the VWAP is below $0.025,
      the Company shall have the right to prepay that portion of the debenture
      that the holder elected to convert, plus any accrued interest at 150% of
      such amount.
                
                $
                1,189,000Convertible
      debenture due on September 18, 2012 provide for interest at 8% per annum
      and is convertible at the lesser of (a) $0.12 per share or (b) 90% of the
      closing market price for the day prior to the date of the holder's
      election to convert.
                
                
                415,000Convertible
      debentures due on demand provide for interest at 12% per annum and are
      convertible at the lesser of (a) $0.10 per share or (b) 90% of the closing
      market price for the day prior to the date of the holders' election to
      convert.
                
                
                944,775Convertible
      debenture due on December 10, 2011 provide for interest at 12% per annum
      and is convertible at the lesser of (a) $0.05 per share or (b) 75% of the
      closing market price for the day prior to the date of the holder's
      election to convert.
                
                
                1,449,000Convertible
      debenture due on March 2, 2010 provide for interest at 12% per annum and
      is convertible at the lesser of (a) $0.05 per share or (b) 75% of the
      average lowest Volume Weighted Average Price ("VWAP") during the 5 trading
      days prior to the holder's election to convert.
                
                
                5,589Convertible
      debentures due on November 30, 2010 provide for interest at 10% per annum
      and are convertible at the lesser of (a) $0.055 per share or (b) 75% of
      the lowest Volume Weighted Average Prices ("VWAP") during the 5 trading
      days immediately preceding the holder's election to
    convert.
                
                
                258,100Convertible debenture due on February 28,
      2010 provides for interest at 12% per annum and are convertible at the
      lesser of (a) $0.05 per share or (b) 75% of the lowest Volume Weighted
      Average Prices ("VWAP") during the 5 trading days immediately preceding
      the holder's election to convert.
                
                
                2,076,373Convertible
      debentures due on December 30, 2008 provide for interest at 8% per annum
      and are convertible at 85% of the Average Closing Prices on the 5 trading
      days immediately preceding the holder's election to
    convert.
                
                
                600,000Convertible
      debentures due on December 30, 2009 provide for interest at 8% per annum
      and are convertible at 85% of the Average Closing Prices on the 5 trading
      days immediately preceding the holder's election to
    convert.
                
                
                600,000Convertible
      debentures due on December 30, 2010 provide for interest at 8% per annum
      and are convertible at 85% of the Average Closing Prices on the 5 trading
      days immediately preceding the holder's election to
    convert.
                
                
                800,000Convertible
      debenture due on May 14, 2013 provides for interest at 8% per annum and is
      convertible at the lesser of (a) $0.02 per share or (b) 75% of the closing
      market price for the day prior to the date of the holder's election to
      convert.
                
                
                50,000Convertible
      debenture due on June 1, 2013 provides for interest at 8% per annum and is
      convertible at 65% of the Average Closing Prices on the 5 trading days
      immediately preceding the holder's election to convert.
                
                
                205,668Convertible
      debentures due on August 31, 2011 provides for interest at 10% per annum
      and is convertible at the lesser of (a) $0.005 per share or (b) 65% of the
      closing market price for the day prior to the date of the holder's
      election to convert.
                
                
                200,000Convertible
      debenture due on September 15, 2011 is convertible at the lesser of (a)
      $0.005 per share or (b) 65% of the lowest Volume Weighted Average Prices
      ("VWAP") during the 5 trading days immediately preceding the holder's
      election to convert.
                
                $
                100,000
  10
 
 Convertible
      debenture due on July 10, 2013 provides for interest at 10% per annum and
      is convertible at the lesser of (a) $0.004 per share or (b) 75% of the
      closing market price for the day prior to the date of the holder's
      election to convert.
              
              
              100,000Convertible
      debentures due on July 31, 2013 provides for interest at 10% per annum and
      is convertible at the lesser of (a) $0.0025 per share or (b) 75% of the
      closing market price for the day prior to the date of the holder's
      election to convert.
              
              $
              457,1749,450,679Less
      note discounts
              
              
              (3,986,662
              )Total
      convertible debentures, net of discounts
              
              $
              5,464,017Convertible
      debentures, current portion
              
              $
              5,068,248Less
      note discounts
              
              
              (2,830,407
              )Total
      current portion of convertible debentures
              
              
              2,237,841Convertible
      debentures, net of current portion
              
              
              4,382,431Less
      note discounts
              
              
              (1,156,255
              )Total
      convertible debentures, net of current maturities
              
              
              3,226,176Total
      convertible debentures, net of discounts
              
              $
              5,464,017




On July
11, 2008 the Company issued a $100,000 convertible 8% debenture to an individual
for financing provided.  The debenture, due July 10, 2013, is
convertible into common stock equal to the lesser of: (a) $0.004 per share; (b)
the amount of this note to be converted divided by 75% 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; or (c) the lowest per share price of any common stock
issued by the Company any time subsequent to the date of the note. Interest is
payable in shares of the Company’s common stock.




The
Company determined that the conversion feature of the convertible debenture
represents an embedded derivative since the debenture 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, 2008 the fair value of
the conversion derivative liability created by the assumed debentures calculated
using the Black-Scholes model was $0. For the nine months ended September 30,
2008 the unrealized gain on the derivative instrument created by this debenture
was $26,667.




On August
1, 2008 the Company issued two convertible debentures totaling $457,174 to two
individuals for financing provided.  The debentures, due July 31,
2013, are convertible into common stock equal to the lesser of: (a) $0.0025 per
share; (b) the amount of these notes to be converted divided by 75% 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; or (c) the lowest per share price of
any common stock issued by the Company any time subsequent to the date of the
note.




The
Company determined that the conversion feature of the convertible debenture
represents 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, 2008 the fair value of
the conversion derivative liability created by the assumed debentures calculated
using the Black-Scholes model was $0. For the nine months ended September 30,
2008 the unrealized gain on the derivative instrument created by these
debentures was $0.




On
September 1, 2008 the Company issued two convertible 10% debentures totaling
$200,000 to an individual and an entity for financing provided.  The
debentures, due August 31, 2011, are convertible into common stock equal to the
lesser of: (a) $0.005 per share; (b) the amount of these notes to be converted
divided by 65% of the lowest Volume Weighted Average Prices ("VWAP") during the
5 trading days immediately preceding the holder's election to
convert.




The
Company determined that the conversion feature of the convertible debenture
represents 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, 2008 the fair value of
the conversion derivative liability created by the assumed debentures calculated
using the Black-Scholes model was $0. For the nine months ended September 30,
2008 the unrealized gain on the derivative instrument created by these
debentures was $153,846.





11





On
September 23, 2008 the Company issued a $100,000 convertible 10% debenture to an
individual for financing provided.  The debenture, due September 15,
2011, is convertible into common stock equal to the lesser of: (a) $0.005 per
share; (b) the amount of this note to be converted divided by 65% 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. Interest is payable in shares of the
Company’s common stock.




The
Company determined that the conversion feature of the convertible debenture
represents an embedded derivative since the debenture 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, 2008 the fair value of
the conversion derivative liability created by the assumed debentures calculated
using the Black-Scholes model was $0. For the nine months ended September 30,
2008 the unrealized gain on the derivative instrument created by this debenture
was $0.




The
following assumptions were applied to all convertible debt:





Market
      price
            $0.0007Exercise
      prices
            $0.001-$0.005Expected
      Term (Days)
            1-20Volatility
            215.60%Risk-free
      interest rate
            1.01%




During
the nine months ended September 30, 2008, holders of the aforementioned
securities converted amounts totaling $1,248,350 into 333,267,916 shares of
common stock.




NOTE 8 – FAIR VALUE
MEASUREMENTS




At
September 30, 2008 the fair value measurements used to determine the fair value
of derivative liabilities and trading securities are as follows:







Fair
      Value Measurements at Reporting Date UsingQuoted
      Prices in Active Markets (Level 1)
            
            
            Significant
      Other Observable Inputs (Level 2)
            
            
            Significant
      Unobservable Inputs (Level 3)Derivative
      Liabilities
            
            $
            -
            
            
            $
            -
            
            
            $
            -Trading
      Securities
            
            $
            -
            
            
            $
            -
            
            
            $
            -








NOTE
9 - SUBSEQUENT EVENTS





On
October 15, 2008, the Company received $75,000 in proceeds and issued a note
payable bearing interest at 10% due October 14, 2010 to an
individual.





On
October 21, 2008, JMJ Financial repaid $260,000 of its $1.0 million original
face value Secured Promissory Note owed to the Company.




Subsequent
to the nine months ended September 30, 2008, holders of certain convertible
debentures converted principal amounts totaling $57,700 into 216,356,223 shares
of common stock.





Subsequent
to the nine months ended September 30, 2008, the Company issued 127,500,000
shares of its common stock to employees and consultants for services. The shares
were valued at the closing price on the date of grant and the Company recognized
compensation expense totaling $33,500.





Subsequent
to the nine months ended September 30, 2008, holders of Preferred Series C
converted shares totaling 8,750 into 220,995,475 shares of common
stock.




12





ITEM
      2.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS




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 is a venture capital and leveraged buyout investment
company that focuses primarily on equity and equity-related investments in
companies that require expansion capital and in companies pursuing acquisition
strategies. Seaway Valley will consider investment opportunities in a number of
different industries, including retail, consumer products, restaurants, media,
business services, and manufacturing. The Company will also consider select
technology investments.  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.




RETAIL
HOLDINGS




On
October 23, 2007, Seaway Valley acquired all of the capital stock of WiseBuys
Stores, Inc.  WiseBuys was organized in 2003 and owned and operated five
retail stores in central and northern New York.  On November 7, 2007,
Seaway Valley purchased all of the outstanding capital stock of Patrick Hackett
Hardware Company, a New York corporation.  Hackett’s, one of the nation’s
oldest retailers, with roots dating back to 1830, is a full line department
store specializing in premium, name brand merchandise and full service hardware.
 At the time of the acquisition, Hackett’s had locations in five towns in
upstate New York.  Each store features brand name clothing for men, women,
and children, and a large selection of athletic, casual, and work footwear.
 Hackett’s also carries domestics, home décor, gifts, seasonal merchandise
and sporting goods.  Hackett’s full service hardware department features
traditional hardware, tool, plumbing, paint and electrical departments. WiseBuys
will contribute its retail assets to Hackett’s, and management intends to
convert the five WiseBuys stores into the Hackett’s brand stores.  After
the store conversions and one closure and one new store, the Company will
operate ten Hackett’s locations - Canton, Gouverneur, Hamilton, Massena,
Ogdensburg, Potsdam, Pulaski, Sackets Harbor, Tupper Lake, and Watertown – all
in New York.




Hackett’s
maintains strong vendor relationships with some of the industry’s premier
clothing providers including: The North Face, Carhartt, Patagonia, Levi’s,
Columbia, Woolrich and many other similar companies.  These brands command
premium prices and maintain strong customer loyalty in the marketplace based on
years of consumer preference based on both style and the quality of the
merchandise.  Hackett’s also carries premier footwear from providers
including Nike, Asics, New Balance, Red Wing, Georgia Boot, Crocs, and
Timberland.  These brands also command premium prices in the marketplace
based on years of consumer preference based on both style and the quality of the
merchandise.




Hackett’s,
which in 2007 operated five stores with approximately 138,000 square feet of
retail sales floor, averaged sales per square foot of approximately $108.18 for
the year.  After taking over the WiseBuys stores in 2008 and with the
Sackets Harbor new store openings, Hackett’s will operate locations with total
sales floor square footage of 326,700 square feet.




We expect
Hackett’s to transition each former WiseBuys store throughout 2008 and 2009.
 Seaway Valley will continue to financially and operationally support
Hackett’s, whether through company or asset acquisitions or general
expansion.




HOSPITALITY
HOLDINGS




On June
1, 2008, Seaway Valley acquired the assets and companies of North Country
Hospitality, Inc.  “North Country” was formed in 2005 and acquired and
developed hospitality assets such as restaurants, lodging and other consumer
product companies in northern New York.   At the time of the acquisition,
North Country owned the following businesses:




Alteri
Bakery




Alteri
Bakery has serviced the North Country region with quality baked goods since
1971.  Alteri’s is located in a state of the art baking facility in
the heart of Watertown’s business district, and is one of the last traditional
Italian bakeries in the area.  Alteri's produces the area’s only
"true" Italian breads and specialty pastry items, such as cakes, cookies,
muffins, bagels, and specialty gift baskets.  Alteri’s products can be
found at local restaurants, grocery stores, schools, and its own
store.  In addition, Alteri’s recently assumed the production of sub
rolls for the entire Jreck Subs franchise chain of 47 locations, which alone
includes approximately two million five hundred thousand rolls baked and shipped
annually.




13




Sackets Harbor Brewing
Company




Sackets
Harbor Brewing Company (“SHBC”) develops, produces, and markets micro brewed
beers such as the award winning “War of 1812 Amber Ale” and “Railroad Red Ale”
as well as “Thousand Island Pale Ale”, “1812 Amber Ale Light” and “Harbor Wheat”
premium craft beers.  Its “1812 Amber Ale” is the company’s flagship
brand and was the winner of a Silver Award at the 1998 World Beer Championship
and has been aggressively marketed to command a significant retail presence in
the regional market place.  Management estimates 1812 Ale is
distributed to over 3,000 retail locations in New York and
Florida.  The company has also developed complementary products such
Sackets Harbor Coffee and Sackets Harbor Brewing Co. Root Beer.




Sackets
Harbor Brew Pub




Sackets
Harbor Brew Pub (the "Brew Pub") is an operating restaurant and bar that
produces its own premium craft beers on site while also offering fine dining.
The Brew Pub offers a rotating selection of six of its own specialty craft beers
on tap including its War of 1812 Amber Ale (“1812 Amber Ale”), Railroad Red,
Harbor Wheat and Thousand Island Pale Ale as well as ever changing seasonal
offerings.




Good
Fello's Brick Oven Pizza and Wine Bar




Good
Fello’s Brick Oven and Wine Bar ("Good Fello's") is featured in charming
interior of brick and wood and specializes in excellent-yet-affordable Italian
food.  The focal point of the restaurant is its large brick oven for
cooking its premium specialty pizzas, appetizers and unique pasta entrees along
side a comfortable bar that offers a wide variety of wine and craft
beers.  Good Fello's warmth and intimate atmosphere offers a unique
setting rarely found in the marketplace for neighborhood Italian
eateries.  Additionally, the Sackets Harbor-based Good Fello’s has
premium lodging facilities above the restaurant, which are booked through the
Ontario Place Hotel, also in Sackets Harbor, NY.




1812
Station House




The 1812
Station House is a full services banquet and special function facility situated
in a completely remodeled historic building in beautiful downtown Sackets
Harbor, NY.  The 1812 Station House offers fine entrees and various
packages for group sizes from 10-200. This unique and inviting atmosphere and
location has been proven ideal for corporate functions and meetings, wedding
receptions, other special occasion functions which demand private facilities and
attention to detail. The 1812 Station House is equipped with a full kitchen,
comfortable bar, spacious and open dining area, and a stone patio ideal for
cocktails and hour d'ouvres.




North
Country’s corporate offices are at a location in Watertown, NY.




Result
of Operations




Three Months Ended September
30, 2008 Compared with Three Months Ended September 30, 2007




The
Company’s net sales increased to $5,715,048 for the three month period ended
September 30, 2008 from $0 for the three month period ended September 30, 2007,
an increase of $5,715,048.  The increase in sales was the result of the
acquisition of WiseBuys, Hackett’s and North Country Hospitality which took
place on October 23, 2007, November 7, 2007 and June 1, 2008, respectively.




The
Company’s cost of goods sold also increased from $0 for the three months ended
September 30, 2007 to $3,580,699 during the same period in 2008. This led to a
$2,134,349 increase in our gross margin to $2,134,349 for the three month period
ended September 30, 2008 from $0 for the three month period ended September 30,
2007.




Net
realized and unrealized loss on the sale of securities was $154 during the three
month period ended September 30, 2008 versus $0 for the same period ended
September 30, 2007, an increase of $154.




Our
general and administrative expenses during the three months ended September 30,
2008 were $3,623,187 versus $0 for the same period in 2007. The increase of
$3,623,187 was driven by the acquisitions of the Company’s operating
subsidiaries, WiseBuys, Hackett’s and North Country Hospitality.




Seaway
Valley Capital Corporation had an operating loss of $1,488,992 for the three
months ended September 30, 2008 versus $0 for the same period ended September
30, 2007. This is related to the fact that the Company had no operations in the
third quarter of 2007 while it had a full three months of operations in
2008.




We
recognized income from continuing operations of $3,121,026 for the three months
ended September 30, 2008, compared to a net income of $3,283,609 for the same
period in 2007.  The primary driver of the 2008 income was a non-cash
unrealized gain on derivative instruments. That gain more than offset our
increase in SG&A expenses, the expenses associated with the conversion of
WiseBuys stores to Hackett’s stores, and the loss of potential revenues while
these stores are being converted.  Management feels that these
conversions will be completed in 2009.




On July
1, 2007, when Seaway Capital, Inc. acquired control of the Company from
GreenShift Corporation, the Company sold its operating businesses to GS
CleanTech Corporation, an affiliate of GreenShift, in return for the assumption
by GS CleanTech of a $1,125,000 convertible debenture owed by the Company.
 These operations – considered “discontinued operations” - resulted in a
gain of $2,234,974 during the three months ended September 30,
2007.





14




Net
income for the periods ended September 30, 2008 and September 30, 2007 were
$3,119,087 and $5,518,583, respectively.  The primary drivers for the
income were a gain on the disposal discontinued operations of $2,234,974 in 2007
and the non-cash recognition of an unrealized gain on derivative instruments in
2008. The gain in 2008 more than offset the expenses relating to the increased
overhead associated with Hackett’s, the expenses related to the WiseBuys store
conversions, and the reduced sales revenues suffered during store
conversions.




Nine Months Ended September
30, 2008 Compared with Nine Months Ended September 30, 2007




The
Company’s net sales increased to $13,533,715 for the nine month period ended
September 30, 2008 from $0 for the nine months ended September 30, 2007, an
increase of $13,533,715.  The increase in sales was the result of the
acquisition of WiseBuys, Hackett’s and North Country Hospitality, which took
place on October 23, 2007 and November 7, 2007, respectively.




The
Company’s cost of goods sold also increased from $0 for the first nine months of
2007 to $8,953,729 during the same period in 2008. This led to a $4,579,986
increase in our gross margin to $4,579,986 for fiscal period ended September 30,
2008 from $0 for fiscal period ended September 30, 2007.




Net
realized and unrealized loss on the sale of securities was $106,556 during the
period ended September 30, 2008 versus $0 for the same period ended September
30, 2007, an increase of $106,556.




Our
general and administrative expenses during the nine months ended September 30,
2008 were $9,277,908 versus $2,036,704 for the same period in 2007. The increase
to $7,096,204 was driven by the acquisitions of the Company’s operating
subsidiaries, WiseBuys and Hackett’s.




Seaway
Valley Capital Corporation had an operating loss of $4,804,478 for the first
nine months of fiscal 2008 versus a loss of $2,036,704 for the same period ended
September 30, 2007.




We
incurred a loss from continuing operations of $2,679,501 for the first nine
months in fiscal 2008, compared to a loss of $1,909,785 for the same period in
2007.  The primary drivers of the 2008 loss were the increases in SG&A
expenses, the expenses associated with the conversion of WiseBuys stores to
Hackett’s stores, and the loss of potential revenues while these stores are
being converted.  Management feels that these conversions will be
completed in 2009.




On July
1, 2007, when Seaway Capital, Inc. acquired control of the Company from
GreenShift Corporation, the Company sold its operating businesses to GS
CleanTech Corporation, an affiliate of GreenShift, in return for the assumption
by GS CleanTech of a $1,125,000 convertible debenture owed by the Company.
 These operations – considered “discontinued operations” - resulted in a
loss of $2,013,836 during the nine months ended September 30, 2007.




Net
losses for the periods ended September 30, 2008 and September 30, 2007 were
$2,682,636 and $3,923,621, respectively.  The primary drivers for the
losses in 2008 were expenses relating to the increased overhead associated with
Hackett’s, the expenses related to the WiseBuys store conversions, and the
reduced sales revenues suffered during store conversions.




Liquidity
and Capital Resources




Our
operations have been funded to date primarily by loans (both bank loans and more
recently convertible debentures), contributions by our founders and their
associates, and profitable securities sales at Seaway Valley Fund, LLC.
 The net amount of the bank loans is reflected on our September 30, 2008
balance sheet in the aggregate amount of $12,926,642. The net amount of the
convertible debentures is reflected on our September 30, 2008 balance sheet in
the aggregate amount of $5,464,017.




As a
result, to increase the Company’s liquidity and to help fund operations, the
Company secured a $5 million inventory-based line of credit from Wells Fargo in
March 2008.  Concurrently, YA Global Investments, LP acquired over $2.249
million of the Company’s legacy senior bank debt, most of which was due at that
time.  The purchase and exchange of this debt into convertible debentures
by YA Global materially lowered that Company’s immediate cash needs by $2.249
million and also allowed the Company to maintain significantly more available
capital under the Wells Fargo line of credit.  In addition, the Company
expects to receive capital from Golden Gate Investors, Inc. and JMJ Financial to
satisfy its Promissory Note asset of $2.125 million during 2008 and
2009.




As of
September 30, 2008, the Company was in breach of certain loan covenants of the
Wells Fargo line of credit.  As a result conditional terms were
outlined by Wells Fargo, and to date certain of those conditional terms had not
yet been met.  Specifically, the Company has raised additional capital
of approximately $620,000, which is $315,000 below the $935,000 required by
Wells Fargo.  Although the Company continues to seek out additional
capital, no guarantee can be made of our ultimate success in doing
so.  As a result of the foregoing, the Company was not in compliance
of the debt agreement at September 30, 2008.  Due to the default,
certain other long term obligations that may be callable by the holders have
been classified as current in the accompanying financial
statements.




We have
the capital resources necessary to carry on operations for the next period,
despite continuing losses and the line of credit covenant breach.  In order
to implement our revised business plan, however, we will need substantial
additional capital, including the funds associated with any of the Company’s
notes receivable outstanding.




The
Company expects to fund its operations and capital expenditures from internally
generated funds as well as additional outside capital, which may come in the
form of equity or debt.  Management believes that its existing cash
balances will be sufficient to meet its short term working capital, capital
expenditures, and investment requirements for at least the next 6 to 12 months.
Hackett’s or the Company may require additional funds for other purposes, such
as acquisitions of complementary businesses, and may seek to raise such
additional funds through public and private equity financings or from other
sources. However, management cannot assure you thatadditional
financing will be available at all or that, if available, such financing will be
obtainable on terms favorable to us or that any additional financing will not be
dilutive.




15




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.




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




The
holders of the debentures could convert such debentures into approximately
12,487,714,741 shares based on the market price on September 30, 2008. Such
issuances would reduce the percentage of ownership of our existing common
stockholders. 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.





The
absence of independent directors on our board of directors may limit the quality
of management decision making.





Tom
Scozzafava, Chief Executive Officer, and Christopher Swartz, Chief Operating
Officer, are the only member of our Board of Directors. There is no audit
committee of the board and no compensation committee. This situation means that
Mr. Scozzafava and Mr. Swartz will determine the direction of our company
without the benefit of an objective perspective and without the contribution of
insights from outside observers.  This may limit the quality of the
decisions that are made.  In addition, the absence of independent directors
in the determination of compensation may result in the payment of inappropriate
levels of compensation.




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 Global Market or the NASDAQ Capital Market.
Because our common stock does not trade on a stock exchange or on the NASDAQ
Global Market or the NASDAQ Capital 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.




16




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.




Hackett’s growth strategy of new
store openings and acquisitions could create challenges Hackett’s may not be
able to adequately meet.




Hackett’s
intends to continue to pursue growth for the foreseeable future, and to evolve
existing business to promote growth.  Hackett’s future operating results
will depend largely upon its ability to open and operate stores successfully and
to profitably manage a larger business. Operation of a greater number of new
stores, moving or expanding store locations and expansion into new markets may
present competitive and merchandising challenges that are different from those
currently encountered by Hackett’s in existing stores and markets. There can be
no assurance that Hackett’s expansion will not adversely affect the individual
financial performance of its existing stores or the overall results of
operations.  Further, as the number of stores increases, Hackett’s may face
risks associated with market saturation of its products and concepts. Finally,
there can be no assurance that Hackett’s will successfully achieve expansion
targets or, if achieved, that planned expansion will result in profitable
operations.




This
growth strategy requires improving Hackett’s operations, and Hackett’s may not
be able to do this sufficiently to effectively prevent negative impact on its
business and financial results.




In order
to manage Hackett’s planned expansion, among other things, Hackett’s will need
to locate suitable store sites, negotiate acceptable lease terms, obtain or
maintain adequate capital resources on acceptable terms, source sufficient
levels of inventory, hire and train store managers and sales associates,
integrate new stores into existing operations and maintain adequate distribution
center space and information technology and other operations systems.  If
Hackett’s is unable to accomplish all of these tasks in a cost-effective manner,
its business plan will not be successful.




Hackett’s
needs to continually evaluate the adequacy of its management information and
distribution systems.




Implementing
new systems and changes made to existing systems could present challenges
management does not anticipate and could negatively impact Hackett’s business.
Hackett’s management cannot anticipate all of the changing demands that
expanding and changing operations will impose on business, systems and
procedures, and the failure to adapt to such changing demands could have a
material adverse effect on results of operations and financial condition.
Failure to timely implement initiatives necessary to support expanding and
changing operations could materially impact business.




The
success of Hackett’s business depends on establishing and maintaining good
relationships with mall operators and developers, and problems with those
relationships could make it more difficult for Hackett’s to expand to certain
sites or offer certain products.




Any
restrictions on Hackett’s ability to expand to new store sites, remodel or
relocate stores where management feels it necessary or to offer a broad
assortment of merchandise could have a material adverse effect on business,
results of operations and financial condition. If relations with mall operators
or developers become strained, or Hackett’s otherwise encounters difficulties in
leasing store sites, Hackett’s may not grow as planned and may not reach certain
revenue levels and other operating targets.  Risks associated with these
relationships are more acute given recent consolidation in the retail store
industry, and Hackett’s has seen certain increases in expenses as a result of
such consolidation that could continue.




If
Hackett’s fails to offer a broad selection of products and brands that customers
find attractive, Hackett’s revenues could decrease.




In order
to meet its strategic goals, Hackett’s must successfully offer, on a continuous
basis, a broad selection of appealing products that reflect customers’
preferences. Consumer tastes are subject to frequent, significant and sometimes
unpredictable changes. To be successful in Hackett’s line of business, product
offerings must be broad and deep in scope and affordable to a wide range of
consumers whose preferences may change regularly. Management cannot predict with
certainty that Hackett’s will be successful in offering products that meet these
requirements. If Hackett’s product offerings fail to satisfy customers’ tastes
or respond to changes in customer preferences, revenues could decline. In
addition, any failure to offer products that satisfy customers’ preferences
could allow competitors to gain market share.




Hackett’s
comparable store sales are subject to fluctuation resulting from factors within
and outside Hackett’s control, and lower than expected comparable store sales
could impact business and Seaway’s stock price.




A variety
of factors affects comparable store sales including, among others, the timing of
new product releases and fashion trends; the general retail sales environment
and the effect of the overall economic environment; Hackett’s ability to
efficiently source and distribute products; changes in Hackett’s merchandise
mix; ability to attain exclusivity and certain related licenses; competition
from other retailers; opening of new stores in existing markets and Hackett’s
ability to execute its business strategy efficiently. To date, Hackett’s
comparable store sales results have fluctuated significantly in the past, and
management believes that such fluctuations will continue.




17




Economic
conditions could change in ways that reduce Hackett’s sales or increase
Hackett’s expenses.




Certain
economic conditions affect the level of consumer spending on merchandise
Hackett’s offers, including, among others, employment levels, salary and wage
levels, interest rates, taxation and consumer confidence in future economic
conditions. Hackett’s is also dependent upon the continued popularity of malls
and strip malls as a shopping destination, the ability of other mall tenants and
other attractions to generate customer traffic and the development of new malls.
A slowdown in the United States economy or an uncertain economic outlook could
lower consumer spending levels and cause a decrease in mall traffic or new mall
development, each of which would adversely affect growth, sales results and
financial performance.




Changes
in laws, including employment laws and laws related to Hackett’s merchandise,
could make conducting Hackett’s business more expensive or change the way
Hackett’s does business.




In
addition to increased regulatory compliance requirements, changes in laws could
make ordinary conduct of Hackett’s business more expensive or require Hackett’s
to change the way it does business.  For example, changes in federal and
state minimum wage laws could raise the wage requirements for certain of
Hackett’s associates, which would likely cause management to reexamine Hackett’s
entire wage structure for stores. Other laws related to employee benefits and
treatment of employees, and privacy, could also negatively impact Hackett’s such
as by increasing benefits costs like medical expenses. Moreover, changes in
product safety or other consumer protection laws could lead to increased costs
for certain merchandise, or additional labor costs associated with readying
merchandise for sale. It is often difficult to plan and prepare for potential
changes to applicable laws.




Timing
and seasonal issues could negatively impact Hackett’s financial performance for
given periods.




Hackett’s
quarterly results of operations fluctuate materially depending on, among other
things, the timing of store openings and related pre-opening and other startup
expenses, net sales contributed by new stores, increases or decreases in
comparable store sales, releases of new products ,and shifts in timing of
certain holidays, changes in merchandise mix and overall economic and political
conditions.  Hackett’s business is also subject to seasonal influences,
with heavier concentrations of sales during the back-to-school, Halloween and
holiday (defined as the week of Thanksgiving through the first few days of
January) seasons and other periods when schools are not in session. The holiday
season has historically been the single most important selling season.
Management believes that in the locations where its stores are located, the
importance of the summer vacation and back-to-school seasons and to a lesser
extent, the spring break season as well as Halloween, all reduce the dependence
on the holiday selling season, but this will not always be the case to the same
degree. As is the case with many retailers of apparel, accessories and related
merchandise, Hackett’s typically experiences lower net sales in the first fiscal
quarter relative to other quarters.




Hackett’s
has many important vendor and license partner relationships, and Hackett’s
ability to obtain merchandise or provide it through license agreements could be
hurt by changes in those relationships, and events harmful to Hackett’s vendors
or license partners could impact results of operations.




Hackett’s
financial performance depends on Hackett’s ability to purchase desired
merchandise in sufficient quantities at competitive prices. Although Hackett’s
has many sources of merchandise, substantially all of Hackett’s music/pop
culture-licensed products are available only from vendors that have exclusive
license rights. In addition, small, specialized vendors, some of which create
unique products primarily for us, supply certain of Hackett’s products.
Hackett’s smaller vendors generally have limited resources, production
capacities and operating histories and some of Hackett’s vendors have restricted
the distribution of their merchandise in the past. Hackett’s generally has no
long-term purchase contracts or other contractual assurances of continued
supply, pricing or access to new products. There can be no assurance that
Hackett’s will be able to acquire desired merchandise in sufficient quantities
on acceptable terms in the future. Any inability to acquire suitable
merchandise, or the loss of one or more key vendors, may have a material adverse
effect on Hackett’s business, results of operations and financial
condition.




Competitors’
Internet sales could hinder Hackett’s overall financial
performance.




Hackett’s
sells merchandise that also can be purchased over the Internet through the other
retail websites. Hackett’s Internet operations do not yet include commerce, and
not having such operations could pose risks to Hackett’s overall
business.




Hackett’s is dependent for success on
a few key executive officers. Its inability to retain those officers would
impede its business plan and growth strategies, which would have a negative
impact on business and the potential value of any investment in Seaway.
  Loss of key people or an
inability to hire necessary and significant personnel could hurt Hackett’s
business.




Hackett’s
performance depends largely on the efforts and abilities of senior management.
The sudden loss of either’s services or the services of other members of
Hackett’s management team could have a material adverse effect on business,
results of operations, and financial condition. Furthermore, there can be no
assurance that Mr. Scozzafava or the existing Hackett’s management team will be
able to manage growth or be able to attract and retain additional qualified
personnel as needed in the future.  Hackett’s can give no assurance that it
can find satisfactory replacements for these key executive officers at all, or
on terms that are not unduly expensive or burdensome to Hackett’s.
 Although Hackett’s intends to issue stock options or other equity-based
compensation to attract and retain employees, such incentives may not be
sufficient to attract and retain key personnel.




18





There
is a risk Hackett’s could acquire merchandise without full rights to sell it,
which could lead to disputes or litigation and hurt Hackett’s financial
performance and stock price.




Hackett’s
and its partners purchase licensed merchandise from a number of suppliers who
hold manufacturing and distribution rights under the terms of certain licenses.
Hackett’s generally rely upon vendors’ representations concerning manufacturing
and distribution rights and do not independently verify whether these vendors
legally hold adequate rights to licensed properties they are manufacturing or
distributing. If Hackett’s or its partners acquire unlicensed merchandise,
Hackett’s could be obligated to remove such merchandise from stores, incur costs
associated with destruction of merchandise if the distributor is unwilling or
unable to reimburse Hackett’s, and be subject to liability under various civil
and criminal causes of action, including actions to recover unpaid royalties and
other damages. Any of these results could have a material adverse effect on
business, results of operations and financial condition.




Hackett’s
faces intense competition, including competition from companies with
significantly greater resources than Hackett’s.  If Hackett’s is unable to
compete effectively with these companies, Hackett’s market share may decline and
its business could be harmed.




The
retail industry is highly competitive with numerous competitors, many of whom
are well-established. Most of Hackett’s competitors have significantly greater
financial, technological, managerial, marketing and distribution resources than
does Hackett’s. Their greater capabilities in these areas may enable them to
compete more effectively on the basis of price and more quickly offer new
products. In addition, new companies may enter the markets in which Hackett’s
competes, further increasing competition in the industry. Hackett’s may not be
able to compete successfully in the future, and increased competition may result
in price reductions, reduced profit margins, loss of market share and an
inability to generate cash flows that are sufficient to maintain or expand the
number of Hackett’s stores, which would adversely impact the trading price of
Seaway’s common shares.




Hackett’s
future operating results may fluctuate and cause the price of Seaway’s common
stock to decline.




Hackett’s
expects that Hackett’s revenues and operating results will continue to fluctuate
significantly from quarter to quarter due to various factors, many of which are
beyond Hackett’s control. The factors that could cause Hackett’s operating
results to fluctuate include, but are not limited to:




·
            seasonality
      of the business;




·
            price
      competition from other retailers;




·
            general
      price increases by suppliers and
manufacturers;




·
            Hackett’s
      ability to maintain and expand Hackett’s distribution
      relationships;




·
            increases
      in the cost of advertising;




·
            unexpected
      increases in shipping costs or delivery
times;




·
            Hackett’s
      ability to build and maintain customer
loyalty;




·
            the
      introduction of new services, products and strategic alliances by us and
      Hackett’s competitors;




·
            the
      success of Hackett’s brand-building and marketing
    campaigns;




·
            government
      regulations, changes in tariffs, duties, and
  taxes;




·
            Hackett’s
      ability to maintain, upgrade and develop Hackett’s retail
      stores;




·
            changes
      in Hackett’s store leasing costs;




·
            the
      amount and timing of operating costs and capital expenditures relating to
      expansion of Hackett’s business, operations and infrastructure;
      and




·
            general economic conditions as
      well as economic conditions specific to the retail
      sector.




If
Hackett’s revenues or operating results fall below the expectations of investors
or securities analysts, the price of Seaway Valley Capital Corporation’s common
stock could significantly decline.


19




Hackett’s
growth and operating results could be impaired if it is unable to meet its
future capital needs.




Hackett’s
may need to raise additional capital in the future to:




·
            fund
      more rapid expansion;




·
            acquire
      or expand into new retail locations, warehousing facilities or office
      space;




·
            maintain,
      enhance and further develop Hackett’s information technology
      systems;




·
            develop
      new product categories or enhanced
services;




·
            fund
      acquisitions; or




·
            respond
      to competitive pressures.




If
Hackett’s raises additional funds by issuing equity or convertible debt
securities, the percentage ownership of stockholders will be diluted.
Furthermore, any new securities could have rights, preferences and privileges
senior to those of the common stock. Hackett’s currently does not have any
commitments for additional financing. Hackett’s cannot be certain that
additional financing will be available when and to the extent required or that,
if available, it will be on acceptable terms. If adequate funds are not
available on acceptable terms, Hackett’s may not be able to fund its expansion,
develop or enhance Hackett’s products or services or respond to competitive
pressures.






ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Not
Applicable




ITEM
4. 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.




There was
no change in internal controls over financial reporting (as defined in Rule
13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in
connection with the evaluation described in the preceding paragraph that
occurred during the Company’s first fiscal quarter that has materially affected
or is reasonably likely to materially affect the Company’s internal control over
financial reporting.




PART
II - OTHER INFORMATION




ITEM
1. LEGAL PROCEEDINGS




The
Company's WiseBuys subsidiary is party to the matter entitled Einar J. Sjuve vs.
WiseBuys Stores, Inc. et al, which action was filed in the Supreme Court of
Oswego County, New York in January 2008. The complaint involves an alleged slip
and fall that occurred at WiseBuys’ Pulaski, NY store in 2005.  The
Plaintiff is alleging damages in the amount of $125,000.  WiseBuys has
answered the complaint denying the majority of the claims.  WiseBuys
believes that it has adequate insurance coverage to protect it against any
potential liability for the claim.




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




None
during the nine months ended September 30, 2008




ITEM
3. DEFAULTS UPON SENIOR SECURITIES




None.




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




None.




20




ITEM
5. OTHER INFORMATION




None.




ITEM
6. EXHIBITS




The
following are exhibits filed as part of the Company's Form 10-Q for the period
ended September 30, 2008:




Exhibit
Number Description




31.
Certification of Chief Executive Officer and 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.





21





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
      SCOZZAFAVATHOMAS
      SCOZZAFAVAChairman,
      Chief Executive Officerand
      Chief Financial OfficerDate:
            
            November
      18, 2008














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