Summary of ST LAWRENCE SEAWAY CORP

Item 6 - Management's Discussion and Analysis of Financial Condition and Results of Operation.

You should read the following discussion and analysis of the Company's financial condition and results of operations together with the Company's financial statements and related notes included further in this report. The notes to the financial statements set forth the Company's critical accounting policies.

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

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

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

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

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

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

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

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

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

Liquidity and Capital Resources

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

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

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

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

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

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

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

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

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