As filed with the Securities and Exchange Commission on March 20, 2008
                                                Registration Number: 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       SEAWAY VALLEY CAPITAL CORPORATION
               -------------------------------------------------
               (Exact name of Registrant as specified in Charter)

Delaware                                                           20-5996486
-------------------------------------------------------------------------------
(State of Incorporation)                           (I.R.S. Employer I.D. Number)

                10-18 Park Street, 2d Floor, Gouverneur, NY 13642
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                        2008 STOCK AND STOCK OPTION PLAN
--------------------------------------------------------------------------------
                              (Full Title of Plan)

                                Thomas Scozzafava
                        Seaway Valley Capital Corporation
                           10-18 Park Street, 2d Floor
                              Gouverneur, NY 13642
                                 (315) 287-1122
--------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                                    Copy to:
                               ROBERT BRANTL, ESQ.
                                52 Mulligan Lane
                               Irvington, NY 10533
                                 (914) 683-3026
<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>

     Title of                               Proposed Maximum       Proposed Maximum
     Securities          Amount to               Offering               Aggregate       Amount of
     to be Registered    be Registered(1)   Price per Share (2)    Offering Price (2)   Registration Fee
--------------------------------------------------------------------------------------------------------

<S>                      <C>                        <C>                <C>                     <C>
     Common Stock,       80,000,000 shares          $0.0063            $504,000                $19.81
     $.001 par value
--------------------------------------------------------------------------------------------------------
<FN>

(1)  This  Registration  Statement  also  covers  an  indeterminable  number  of
     additional  shares that may be issued as a result of an  adjustment  in the
     shares in the event of a stock  split,  stock  dividend or similar  capital
     adjustment,  as required  by the Plan.

(2)  The price stated is estimated  solely for  purposes of  calculation  of the
     registration fee and is the product  resulting from multiplying  80,000,000
     shares by $0.0063,  the closing price for the Common Stock  reported on the
     OTC Bulletin Board as of March 19, 2008.
</FN>
</TABLE>


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Seaway  Valley  Capital  Corporation  is  incorporating  by  reference  the
following   documents   previously   filed  with  the  Securities  and  Exchange
Commission:

(a)  Seaway Valley  Capital's  Annual Report on Form 10-KSB/A  (Amendment No. 1)
     for the year ended December 31, 2006;

(b)  Seaway Valley Capital's Quarterly Report on Form 10-QSB/A (Amendment No. 1)
     for the period ended March 31, 2007;

(c)  Seaway  Valley  Capital's  Quarterly  Report on Form  10-QSB for the period
     ended June 30, 2007;

(d)  Seaway Valley Capital's Quarterly Report on Form 10-QSB/A (Amendment No. 1)
     for the period ended September 30, 2007;

(e)  Seaway Valley  Capital's  Current  Report on Form 8-K/A  (Amendment  No. 1)
     dated October 23, 2007 and filed on October 26, 2007;

(f)  Seaway Valley  Capital's  Current  Report on Form 8-K/A  (Amendment  No. 1)
     dated November 7, 2007 and filed on January 18, 2008;

(g)  Seaway Valley  Capital's  Current Report on Form 8-K dated December 7, 2007
     and filed on December 7, 2007;

(h)  Seaway Valley  Capital's  Current  Report on Form 8-K dated January 4, 2008
     and filed on January 4, 2008;

(i)  Seaway Valley  Capital's  Current Report on Form 8-K dated February 8, 2008
     and filed on February 11, 2008;

(j)  Seaway Valley  Capital's  Current  Report on Form 8-K/A  (Amendment  No. 1)
     dated March 4, 2008 and filed on March 12, 2008;

(k)  the  description of Seaway Valley  Capital's  Common Stock contained in the
     Registration  Statement  on Form 8-A filed on  December  7, 2006  (File No.
     000-52356).

     Seaway  Valley  Capital is also  incorporating  by reference  all documents
hereafter filed by Seaway Valley Capital  pursuant to Sections 13(a),  13(c), 14
and  15(d) of the  Securities  Exchange  Act of 1934,  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Robert Brantl,  Esq., counsel to Seaway Valley Capital, has passed upon the
validity of the shares registered pursuant to this Registration  Statement.  Mr.
Brantl holds no interest in the securities of Seaway Valley Capital Corporation.
<PAGE>

Item 6.       Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.

     Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to our directors,  officers or controlling  persons pursuant to
the foregoing provision or otherwise,  we have been advised that, in the opinion
of the  Securities  and Exchange  Commission,  such  indemnification  is against
public policy as expressed in that Act and is, therefore, unenforceable.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

4.1  2008 Stock and Stock Option Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Rosenberg Rich Baker Berman & Company

23.2 Consent of Robert  Brantl,  Esq.  is  contained  in his  opinion,  filed as
     Exhibit 5.

<PAGE>

Item 9.  Undertakings.

              Seaway Valley Capital Corporation hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering;

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted to  directors,  officers  and  controlling  persons of
Seaway  Valley  Capital  pursuant  to the  provisions  of the  Delaware  General
Corporation Law or otherwise, Seaway Valley Capital has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by Seaway  Valley  Capital of  expenses  incurred or paid by a
director,  officer  or  controlling  person  of  Seaway  Valley  Capital  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, Seaway Valley Capital will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.



<PAGE>







REOFFER PROSPECTUS

                        SEAWAY VALLEY CAPITAL CORPORATION

                        80,000,000 Shares of Common Stock

     The shares are being  offered by persons  who are  officers,  directors  or
otherwise  control persons of Seaway Valley Capital  Corporation.  They acquired
the shares from Seaway  Valley  Capital,  either as the  recipients of grants of
stock or by exercising stock options issued to them by Seaway Valley Capital.

     The selling  shareholders  intend to sell the shares into the public market
from time to time.  The  shareholders  will negotiate with the market makers for
Seaway Valley Capital  common stock to determine the prices for each sale.  They
expect each sale price to be near to the market price at the time of the sale.

     Seaway  Valley  Capital  common  stock is  listed  for  trading  on the OTC
Bulletin Board under the trading symbol "SWVC.OB."

     Purchase of Seaway Valley Capital common stock involves  substantial  risk.
Please see "Risk Factors," which begins on page 2.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                        Seaway Valley Capital Corporation
                           10-18 Park Street, 2d Floor
                              Gouverneur, NY 13642
                                  315-287-1122


                  The date of this prospectus is March 20, 2008



<PAGE>

                                TABLE OF CONTENTS

RISK FACTORS.................................................................-2-

SELLING SHAREHOLDERS.........................................................-9-

OTHER AVAILABLE INFORMATION..................................................-9-

INDEMNIFICATION.............................................................-10-


<PAGE>


                                  RISK FACTORS

You should carefully consider the risks described below before buying our common
stock.  If any of the risks described  below actually  occurs,  that event could
cause the trading  price of our common stock to decline,  and you could lose all
or part of your investment.


                 I. RISKS ATTENDANT TO OUR RETAIL STORE BUSINESS


Seaway Valley  Capital has no committed  source of additional  capital.  For the
foreseeable   future,  the  Company  intends  to  fund  operations  and  capital
expenditures from operations,  cash on hand, and ad hoc capital raises. If these
capital  resources are  insufficient,  Seaway Valley Capital may need additional
funds to continue operations,  pursue business opportunities (such as expansion,
acquisitions of  complementary  businesses or the development of new products or
services),  to react to  unforeseen  difficulties  or to respond to  competitive
pressures.  We  cannot  assure  you  that at such  time  as we need  funds  that
alternative  financing  arrangements  will be  available  in amounts or on terms
acceptable  to us, if at all. If  additional  financing  is not  available  when
required or is not available on acceptable  terms,  we may be unable to fund our
business plan and take advantage of business  opportunities,  which could have a
material adverse effect on our business and the value of our common stock. If we
choose to raise additional funds through the issuance of equity securities, this
may  cause  significant  dilution  of  our  common  stock,  and  holders  of the
additional  equity  securities may have rights senior to those of the holders of
our common stock. If we obtain additional  financing by issuing debt securities,
the terms of these securities could restrict or prevent us from paying dividends
and could limit our flexibility in making business decisions.


Seaway Valley  Capital's  growth strategy of new store openings and acquisitions
could create  challenges  Seaway  Valley  Capital may not be able to  adequately
meet.  Seaway  Valley  Capital  intends  to  continue  to pursue  growth for the
foreseeable  future,  and to evolve existing business to promote growth.  Seaway
Valley Capital 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 Seaway Valley
Capital in existing  stores and markets.  There can be no assurance  that Seaway
Valley Capital'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, Seaway Valley Capital may face risks
associated with market saturation of its products and concepts.  Finally,  there
can be no  assurance  that  Seaway  Valley  Capital  will  successfully  achieve
expansion  targets  or, if  achieved,  that  planned  expansion  will  result in
profitable operations.
<PAGE>


This growth strategy requires improving Seaway Valley Capital's operations,  and
Seaway Valley  Capital may not be able to do this  sufficiently  to  effectively
prevent  negative  impact on its business  and  financial  results.  In order to
manage Seaway Valley Capital's  planned  expansion,  among other things,  Seaway
Valley Capital 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 Seaway Valley Capital is unable to accomplish all of these tasks in
a cost-effective manner, its business plan will not be successful.


Seaway  Valley  Capital  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 Seaway Valley Capital's business.  Seaway
Valley Capital  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 Seaway Valley  Capital'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 Seaway Valley Capital
to expand to certain sites or offer certain products. Any restrictions on Seaway
Valley  Capital'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 Seaway  Valley  Capital  otherwise  encounters
difficulties  in leasing  store  sites,  Seaway  Valley  Capital 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 Seaway Valley Capital has seen
certain  increases  in  expenses  as a result of such  consolidation  that could
continue.


If Seaway Valley Capital fails to offer a broad selection of products and brands
that customers find  attractive,  Seaway Valley Capital revenues could decrease.
In order to meet its strategic  goals,  Seaway Valley Capital 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 Seaway
Valley Capital'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 Seaway Valley Capital
will be successful in offering products that meet these requirements.  If Seaway
Valley Capital'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.


Seaway  Valley  Capital  comparable  store  sales  are  subject  to  fluctuation
resulting from factors within and outside Seaway Valley Capital'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;
Seaway Valley Capital's ability to efficiently  source and distribute  products;
changes  in  Seaway  Valley   Capital's   merchandise  mix;  ability  to  attain
exclusivity  and certain related  licenses;  competition  from other  retailers;
opening of new stores in existing markets and Seaway Valley Capital's ability to

<PAGE>

execute its business  strategy  efficiently.  To date,  Seaway Valley  Capital's
comparable  store sales results have fluctuated  significantly  in the past, and
management believes that such fluctuations will continue.


Economic  conditions  could change in ways that reduce Seaway  Valley  Capital's
sales or increase Seaway Valley Capital's expenses.  Certain economic conditions
affect the level of  consumer  spending on  merchandise  Seaway  Valley  Capital
offers,  including,  among others,  employment  levels,  salary and wage levels,
interest rates,  taxation and consumer confidence in future economic conditions.
Seaway Valley Capital 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 Seaway  Valley
Capital's  merchandise,  could make conducting Seaway Valley Capital's  business
more  expensive  or change the way  Seaway  Valley  Capital  does  business.  In
addition to increased regulatory compliance requirements,  changes in laws could
make ordinary  conduct of Seaway  Valley  Capital's  business more  expensive or
require Seaway Valley  Capital 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 Seaway  Valley  Capital  associates,  which would  likely  cause
management  to reexamine  Seaway  Valley  Capital's  entire wage  structure  for
stores. Other laws related to employee benefits and treatment of employees,  and
privacy,  could  also  negatively  impact  Seaway  Valley  Capital  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  Seaway  Valley  Capital's
financial  performance  for given  periods.  Seaway Valley  Capital'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. Seaway
Valley Capital'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,  Seaway Valley Capital typically experiences lower net sales in the
first fiscal quarter relative to other quarters.


Competitors'  Internet  sales  could  hinder  Seaway  Valley  Capital's  overall
financial performance.  Seaway Valley Capital sells merchandise that also can be
purchased  over the Internet  through the other retail  websites.  Seaway Valley
Capital's Internet  operations do not yet include commerce,  and not having such
operations could pose risks to Seaway Valley Capital's overall business.


There is a risk Seaway Valley  Capital could  acquire  merchandise  without full
rights to sell it,  which could lead to disputes or  litigation  and hurt Seaway
Valley Capital's  financial  performance and stock price.  Seaway Valley Capital
and its partners  purchase  licensed  merchandise from a number of suppliers who
hold manufacturing and distribution  rights under the terms of certain licenses.

<PAGE>

Seaway Valley Capital  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 Seaway Valley Capital or its partners acquire
unlicensed merchandise,  Seaway Valley Capital 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  Seaway Valley  Capital,
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.


Seaway Valley  Capital faces intense  competition,  including  competition  from
companies with  significantly  greater resources than Seaway Valley Capital.  If
Seaway Valley  Capital is unable to compete  effectively  with these  companies,
Seaway Valley Capital 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  Seaway  Valley  Capital  competitors  have
significantly  greater  financial,  technological,   managerial,  marketing  and
distribution   resources  than  does  Seaway  Valley   Capital.   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  Seaway  Valley  Capital  competes,  further
increasing competition in the industry. Seaway Valley Capital 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
Seaway Valley Capital stores,  which would adversely impact the trading price of
Seaway's common shares.


Seaway Valley  Capital's  future  operating  results may fluctuate and cause the
price of Seaway Valley Capital's common stock to decline.  Seaway Valley Capital
expects  that Seaway  Valley  Capital's  revenues  and  operating  results  will
continue  to  fluctuate  significantly  from  quarter to quarter  due to various
factors,  many of which are beyond Seaway Valley Capital's control.  The factors
that could cause Seaway Valley Capital's operating results to fluctuate include,
but are not limited to:

     o    seasonality of the business;
     o    price competition from other retailers;
     o    general price increases by suppliers and manufacturers;
     o    Seaway Valley  Capital's  ability to maintain and expand Seaway Valley
          Capital's distribution relationships;
     o    increases in the cost of advertising;
     o    unexpected increases in shipping costs or delivery times;
     o    Seaway  Valley  Capital's  ability  to  build  and  maintain  customer
          loyalty;
     o    the introduction of new services,  products and strategic alliances by
          us and Seaway Valley Capital's competitors;
     o    the success of Seaway Valley  Capital's  brand-building  and marketing
          campaigns;
     o    government regulations, changes in tariffs, duties, and taxes;
     o    Seaway  Valley  Capital's  ability to  maintain,  upgrade  and develop
          Seaway Valley Capital's retail stores;
     o    changes in Seaway Valley Capital's store leasing costs;
     o    the amount  and timing of  operating  costs and  capital  expenditures
          relating to expansion of Seaway Valley Capital's business,  operations
          and infrastructure; and
     o    general economic conditions as well as economic conditions specific to
          the retail sector.
<PAGE>

     If Seaway  Valley  Capital  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.


     Seaway Valley Capital's  growth and operating  results could be impaired if
it is unable to meet its future capital needs. Seaway Valley Capital may need to
raise additional capital in the future to:

     o    fund more rapid expansion;
     o    acquire or expand into new retail locations, warehousing facilities or
          office space;
     o    maintain,   enhance  and  further  develop  Seaway  Valley   Capital's
          information technology systems;
     o    develop  new  product   categories  or  enhanced   services;
     o    fund acquisitions; or
     o    respond to competitive pressures.

If  Seaway  Valley  Capital  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.  Seaway Valley Capital currently
does not have any  commitments for additional  financing.  Seaway Valley Capital
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,  Seaway Valley Capital may
not be able to fund its expansion,  develop or enhance  Seaway Valley  Capital's
products or services or respond to competitive pressures.


                 II. RISKS ATTENDANT TO THE INVESTMENT BUSINESS


The results of  operations  of Seaway  Valley Fund,  LLC will be affected by the
performance  of the companies in which it invests and by the  performance of the
stock market in general,  over which  management  exercises  no control.  Seaway
Valley Fund holds investments in companies whose securities are characterized as
"penny  stocks." The Fund has no control over the operations of those  companies
or over the  performance of their stock.  Like other microcap  companies,  their
financial  performance  depends on their  ability to compete  against far larger
companies,  and is highly risky.  Like other penny stocks,  their securities are
subject to flamboyant swings in market price. If the prices of the securities in
which the Fund invests fall,  the resulting  losses by the Fund could offset the
benefits  realized  from our  retail  store  business,  and cause the  Company's
financial results to be poor.


Seaway Valley Fund,  LLC has  historically  been  dependent for success on a key
executive  officer.  Its  inability  to retain  that  officer  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 our
business.  Seaway  Valley Fund,  LLC's  historic  performance  has been entirely
dependent on the efforts and abilities of its President,  Thomas W.  Scozzafava.
Mr.  Scozzafava  founded Seaway Valley Fund, LLC and has exclusively  managed it
since 2003. The sudden loss of his services could have a material adverse effect
on business, results of operations, and financial condition.  Furthermore, there
can be no assurance that Mr. Scozzafava will be able to manage growth or be able
to attract and retain  additional  qualified  personnel as needed in the future.
The Fund can give no assurance that it can find  satisfactory  replacements  for
this key executive  officer at all, or on terms that are not unduly expensive or
burdensome to the Fund.
<PAGE>

          III. RISKS ATTENDANT TO OWNERSHIP OF THE COMPANY'S SECURITIES


New rules,  including those contained in and issued under the Sarbanes-Oxley Act
of 2002,  may make it  difficult  for  Seaway  to retain  or  attract  qualified
officers and  directors,  which could  adversely  affect the  management  of our
business and our ability to obtain or retain listing of our common stock. Seaway
may be unable to attract and retain qualified officers, directors and members of
board committees required to provide for our effective management as a result of
the recent and currently  proposed  changes in the rules and  regulations  which
govern publicly-held  companies,  including,  but not limited to, certifications
from executive  officers and requirements for financial  experts on the board of
directors.  The perceived  increased personal risk associated with these changes
may deter qualified individuals from accepting these roles. The enactment of the
Sarbanes-Oxley Act of 2002 has resulted in the issuance of a series of new rules
and regulations and the  strengthening  of existing rules and regulations by the
SEC.  Further,  certain  of these  recent  and  proposed  changes  heighten  the
requirements for board or committee membership,  particularly with respect to an
individual's  independence  from  the  corporation  and  his  or  her  level  of
experience in finance and accounting matters. We may have difficulty  attracting
and retaining directors with the requisite  qualifications.  If we are unable to
attract and retain  qualified  officers and  directors,  the  management  of our
business could be adversely affected.


The  application  of the "Penny Stock" rules could  adversely  affect the market
price of Seaway common stock and increase your  transaction  costs to sell those
shares. As long as the trading price of our common shares is below $5 per share,
the  open-market  trading  of our  common  shares  will be subject to the "penny
stock"  rules.  The  "penny  stock"  rules  impose   additional  sales  practice
requirements  on  broker-dealers  who sell  securities  to  persons  other  than
established  customers and accredited  investors (generally those with assets in
excess of $1,000,000 or annual income  exceeding  $200,000 or $300,000  together
with their spouse).  For transactions  covered by these rules, the broker-dealer
must make a special suitability determination for the purchase of securities and
have received the  purchaser's  written  consent to the  transaction  before the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the broker-dealer  must deliver,  before the transaction,  a disclosure
schedule  prescribed by the Securities and Exchange  Commission  relating to the
penny stock market. The broker-dealer also must disclose the commissions payable
to  both  the  broker-dealer  and  the  registered  representative  and  current
quotations  for  the  securities.  Finally,  monthly  statements  must  be  sent
disclosing recent price information on the limited market in penny stocks. These
additional  burdens  imposed  on  broker-dealers  may  restrict  the  ability or
decrease the willingness of  broker-dealers  to sell our common shares,  and may
result in decreased  liquidity for our common  shares and increased  transaction
costs  for  sales and  purchases  of our  common  shares  as  compared  to other
securities.


There is no assurance that our shares will remain liquid,  and you may be unable
to sell at or near ask  prices or at all if you need to sell or  liquidate  your
shares.  The Company  cannot predict the extent to which an active public market
for its common stock will be sustained.  However,  the Company does not rule out
the  possibility of applying for listing on the Nasdaq Small Cap Market or other
markets.  Our common  shares are currently  traded on the "OTC Bulletin  Board",
meaning that in the future the number of persons  interested in  purchasing  our
common shares at or near bid prices at any given time may be relatively small or
non-existent.  This situation is attributable to a number of factors,  including
the fact that we are a small company which is still relatively  unknown to stock
analysts,  stock brokers,  institutional  investors and others in the investment
community that generate or influence  sales volume,  and that even if we came to
the  attention  of such  persons,  they  tend to be  risk-averse  and  would  be
reluctant  to follow an unproven  company  such as ours or purchase or recommend
the  purchase  of our shares  until  such time as we became  more  seasoned  and
viable.  As a  consequence,  there may be periods  of several  days or more when
trading  activity  in our shares is minimal or  non-existent,  as  compared to a
seasoned  issuer which has a large and steady  volume of trading  activity  that
will  generally  support  continuous  sales  without an adverse  effect on share

<PAGE>

price.  We cannot give you any  assurance  that a broader or more active  public
trading  market for our  common  stock will  develop  or be  sustained,  or that
trading levels will be sustained.


Stockholders  should be aware that,  according to SEC Release No. 34-29093,  the
market for penny stocks has suffered in recent years from  patterns of fraud and
abuse.  Such patterns  include (1) control of the market for the security by one
or a few  broker-dealers  that are often related to the promoter or issuer;  (2)
manipulation of prices through  prearranged  matching of purchases and sales and
false and  misleading  press  releases;  (3)  boiler  room  practices  involving
high-pressure  sales tactics and unrealistic  price projections by inexperienced
sales persons; (4) excessive and undisclosed bid-ask differential and markups by
selling broker-dealers;  and (5) the wholesale dumping of the same securities by
promoters and  broker-dealers  after prices have been  manipulated  to a desired
level,  along with the  resulting  inevitable  collapse of those prices and with
consequent  investor  losses.  Our  management  is aware of the abuses that have
occurred historically in the penny stock market. Although we do not expect to be
in a position to dictate the  behavior  of the market or of  broker-dealers  who
participate  in the  market,  management  will  strive  within the  confines  of
practical  limitations to prevent the described  patterns from being established
with respect to our  securities.  The  occurrence of these patterns or practices
could increase the future volatility of our share price.


Our corporate actions are substantially controlled by our principal stockholders
and affiliated entities. Our principal stockholder, President and CEO, Thomas W.
Scozzafava,  owns all of our Series B Preferred  Stock,  representing 80% of the
voting power in the Company.  This stockholder could exert substantial influence
over matters such as electing  directors and approving mergers or other business
combination  transactions.  In addition,  because of the percentage of ownership
and voting concentration,  elections of our board of directors will generally be
within  the  control  of this  stockholder.  While all of our  stockholders  are
entitled to vote on matters  submitted to our  stockholders  for  approval,  the
concentration  of shares and voting  control  presently lies with this principal
stockholder. As such, it would be difficult for stockholders to propose and have
approved proposals not supported by management.  There can be no assurances that
matters  voted  upon  by  our  officers  and  directors  in  their  capacity  as
stockholders will be viewed favorably by all stockholders of the company.


Past  activities of the company and its affiliates may lead to future  liability
for the company.  Prior to Seaway Capital,  Inc.'s  acquisition of a controlling
interest  in the  Company  on July 1,  2007,  the  Company  has been  engaged in
operations as GS Carbon Corporation and,  previously,  Direct View, Inc. In July
2007  it  liquidated  all  of  those  businesses  that  remained.  However,  any
liabilities  relating to such prior  business  against  which the Company is not
completely indemnified may have a material adverse effect on the Company.


The market price for our common  stock may be  particularly  volatile  given our
status as a relatively  unknown  company with a small and thinly  traded  public
float  and  lack  of  history  as a  public  company  which  could  lead to wide
fluctuations  in our  share  price.  The  market  for our  common  stock  may be
characterized by significant price volatility when compared to seasoned issuers,
and we expect  that our share price could  continue to be more  volatile  than a
seasoned issuer for the indefinite future. The potential volatility in our share
price is attributable to a number of factors.  First, as noted above, our shares
of common stock may be sporadically and thinly traded.  As a consequence of this
lack of liquidity,  the trading of relatively  small quantities of shares by our
stockholders  may  disproportionately  influence  the  price of those  shares in
either  direction.  The  price  for  our  shares  could,  for  example,  decline
precipitously in the event that a large number of our shares of common stock are
sold on the market without commensurate demand, as compared to a seasoned issuer
which could better absorb those sales without adverse impact on its share price.

<PAGE>

Many of these  factors  will be beyond our control and may  decrease  the market
price of our common shares,  regardless of our operating performance.  We cannot
make any  predictions or projections as to what the prevailing  market price for
our common stock will be at any time.


In  addition,  the  market  price of our common  stock  could be subject to wide
fluctuations in response to:

     o    quarterly variations in our revenues and operating expenses;
     o    announcements of new products or services by us;
     o    fluctuations in interest rates;
     o    significant sales of our common stock, including "short" sales;
     o    significant sales of our common stock, including "short" sales;
     o    the  operating and stock price  performance  of other  companies  that
          investors may deem comparable to us; and
     o    news  reports  relating to trends in our  markets or general  economic
          conditions.

The stock market, in general, and the market prices for penny stock companies in
particular,  have  experienced  volatility  that often has been unrelated to the
operating  performance  of such  companies.  These  broad  market  and  industry
fluctuations  may  adversely  affect the price of our stock,  regardless  of our
operating performance.


We do not expect to pay dividends for the foreseeable  future,  and we may never
pay dividends.  We currently intend to retain any future earnings to support the
development  and  expansion of our business  and do not  anticipate  paying cash
dividends in the foreseeable future. Our payment of any future dividends will be
at the  discretion of our board of directors  after taking into account  various
factors,  including  but  not  limited  to our  financial  condition,  operating
results, cash needs, growth plans and the terms of any credit agreements that we
may be a party to at the time. In addition,  our ability to pay dividends on our
common stock may be limited by state law.  Accordingly,  investors  must rely on
sales of their Common Stock after price appreciation,  which may never occur, as
the only way to realize their investment.

                              SELLING SHAREHOLDERS
<TABLE>

     The table below  contains  information  regarding the  individuals  who are
using this prospectus to offer common shares.
<CAPTION>
                                                                                                    Percentage of
                                            Shares Owned        Number of          Shares Owned     Class Held
Selling Shareholder        Position         Before Offering     Shares Offered     After Offering   After Offering
-------------------        --------         ----------------    --------------     --------------   --------------
<S>             <C>              <C>                    <C>              <C>                <C>              <C>
                -                -                      -                 -                  -                -
</TABLE>




                           OTHER AVAILABLE INFORMATION

     Seaway  Valley  Capital  Corporation  is  incorporating  by  reference  the
following   documents   previously   filed  with  the  Securities  and  Exchange
Commission:

     (a)  Seaway Valley Capital's Annual Report on Form 10-KSB/A  (Amendment No.
          1) for the year ended December 31, 2006;

     (b)  Seaway Valley Capital's  Quarterly Report on Form 10-QSB/A  (Amendment
          No. 1) for the period ended March 31, 2007;
<PAGE>

     (c)  Seaway Valley Capital's Quarterly Report on Form 10-QSB for the period
          ended June 30, 2007;

     (d)  Seaway Valley Capital's  Quarterly Report on Form 10-QSB/A  (Amendment
          No. 1) for the period ended September 30, 2007;

     (e)  Seaway Valley Capital's Current Report on Form 8-K/A (Amendment No. 1)
          dated October 23, 2007 and filed on October 26, 2007;

     (f)  Seaway Valley Capital's Current Report on Form 8-K/A (Amendment No. 1)
          dated November 7, 2007 and filed on January 18, 2008;

     (g)  Seaway Valley  Capital's  Current Report on Form 8-K dated December 7,
          2007 and filed on December 7, 2007;

     (h)  Seaway Valley  Capital's  Current  Report on Form 8-K dated January 4,
          2008 and filed on January 4, 2008;

     (i)  Seaway Valley  Capital's  Current Report on Form 8-K dated February 8,
          2008 and filed on February 11, 2008;

     (j)  Seaway Valley Capital's Current Report on Form 8-K/A (Amendment No. 1)
          dated March 4, 2008 and filed on March 12, 2008;

     (k)  the description of Seaway Valley  Capital's  Common Stock contained in
          the Registration Statement on Form 8-A filed on December 7, 2006 (File
          No. 000-52356).


     Seaway  Valley  Capital is also  incorporating  by reference  all documents
hereafter filed by Seaway Valley Capital  pursuant to Sections 13(a),  13(c), 14
and  15(d) of the  Securities  Exchange  Act of 1934,  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold.

     Upon written  request,  Seaway Valley  Capital will provide to each person,
including any beneficial  owner,  to whom this prospectus is delivered a copy of
any and all  information  that has been  incorporated  into this  prospectus  by
reference. We will provide the information at no cost to the person who requests
it. Any such request  should be made to Tom  Scozzafava,  Seaway Valley  Capital
Corporation, 10-18 Park Street, 2d Floor, Gouverneur, NY 13642.

     Seaway Valley  Capital files with the  Securities  and Exchange  Commission
annual,  quarterly and current reports,  proxy statements and other information,
which may assist you in understanding our company. In addition,  we have filed a
registration  statement  on Form S-8,  including  exhibits,  with respect to the
shares to be sold in the offering.

     You may read and copy the registration statement or any reports, statements
or other  information that we file at the Commission's  Public Reference Room at
100 F Street,  N.E.,  Washington,  D.C.  20549.  Please call the  Commission  at
1-800-SEC-0330 for further  information on the operation of the Public Reference
Room. Our Commission  filings,  including the registration  statement,  are also
available to you on the Commission's Web site at http://WWW.SEC.GOV.


                                 INDEMNIFICATION

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good

<PAGE>

faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.

     Our certificate of  incorporation  also provides that Seaway Valley Capital
will indemnify our directors and officers against liabilities arising from their
service as directors  and officers to the fullest  extent  permitted by Delaware
corporate law. Insofar as  indemnification  for liabilities under the Securities
Act of 1933 may be permitted to our directors,  officers or controlling  persons
pursuant to the foregoing provision or otherwise,  we have been advised that, in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.

                                    * * * * *


<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933,  Seaway Valley
Capital Corporation  certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the Town of Gouverneur, State of New York on the 20th day of
March, 2008.

                                         SEAWAY VALLEY CAPITAL CORPORATION

                                         By: /s/ Thomas Scozzafava
                                         ---------------------------------
                                                 Thomas Scozzafava
                                                 Chief Executive Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on March 20, 2008.

/s/ Thomas Scozzafava
-------------------------------
Thomas Scozzafava, Director,
Chief Executive Officer,
Chief Financial Officer
[{"type": "S-8", "sequence": "1", "filename": "svcs832008.txt", "description": "SEAWAY VALLEY CAPITAL S-8", "secsgml_size_bytes": 53301}]
{"company-data": {"conformed-name": "SEAWAY VALLEY CAPITAL CORP", "cik": "0000884380", "assigned-sic": "7389", "irs-number": "205996486", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-149833", "film-number": "08702645"}, "business-address": {"street1": "10-18 PARK STREET, 2ND FLOOR", "city": "GOUVERNEUR", "state": "NY", "zip": "13642", "phone": "315-287-1122"}, "mail-address": {"street1": "10-18 PARK STREET, 2ND FLOOR", "city": "GOUVERNEUR", "state": "NY", "zip": "13642"}, "former-company": [{"former-conformed-name": "GS CARBON CORP", "date-changed": "20061207"}, {"former-conformed-name": "DIRECTVIEW INC", "date-changed": "20030828"}, {"former-conformed-name": "BOSTON PACIFIC MEDICAL INC", "date-changed": "19930328"}]}
As filed with the Securities and Exchange Commission on March 20, 2008
                                                Registration Number: 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       SEAWAY VALLEY CAPITAL CORPORATION
               -------------------------------------------------
               (Exact name of Registrant as specified in Charter)

Delaware                                                           20-5996486
-------------------------------------------------------------------------------
(State of Incorporation)                           (I.R.S. Employer I.D. Number)

                10-18 Park Street, 2d Floor, Gouverneur, NY 13642
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                        2008 STOCK AND STOCK OPTION PLAN
--------------------------------------------------------------------------------
                              (Full Title of Plan)

                                Thomas Scozzafava
                        Seaway Valley Capital Corporation
                           10-18 Park Street, 2d Floor
                              Gouverneur, NY 13642
                                 (315) 287-1122
--------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                                    Copy to:
                               ROBERT BRANTL, ESQ.
                                52 Mulligan Lane
                               Irvington, NY 10533
                                 (914) 683-3026

                         CALCULATION OF REGISTRATION FEE
Title of                               Proposed Maximum       Proposed Maximum
     Securities          Amount to               Offering               Aggregate       Amount of
     to be Registered    be Registered(1)   Price per Share (2)    Offering Price (2)   Registration Fee
--------------------------------------------------------------------------------------------------------
Common Stock,       80,000,000 shares          $0.0063            $504,000                $19.81
     $.001 par value
--------------------------------------------------------------------------------------------------------
(1)  This  Registration  Statement  also  covers  an  indeterminable  number  of
     additional  shares that may be issued as a result of an  adjustment  in the
     shares in the event of a stock  split,  stock  dividend or similar  capital
     adjustment,  as required  by the Plan.

(2)  The price stated is estimated  solely for  purposes of  calculation  of the
     registration fee and is the product  resulting from multiplying  80,000,000
     shares by $0.0063,  the closing price for the Common Stock  reported on the
     OTC Bulletin Board as of March 19, 2008.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Seaway  Valley  Capital  Corporation  is  incorporating  by  reference  the
following   documents   previously   filed  with  the  Securities  and  Exchange
Commission:

(a)  Seaway Valley  Capital's  Annual Report on Form 10-KSB/A  (Amendment No. 1)
     for the year ended December 31, 2006;

(b)  Seaway Valley Capital's Quarterly Report on Form 10-QSB/A (Amendment No. 1)
     for the period ended March 31, 2007;

(c)  Seaway  Valley  Capital's  Quarterly  Report on Form  10-QSB for the period
     ended June 30, 2007;

(d)  Seaway Valley Capital's Quarterly Report on Form 10-QSB/A (Amendment No. 1)
     for the period ended September 30, 2007;

(e)  Seaway Valley  Capital's  Current  Report on Form 8-K/A  (Amendment  No. 1)
     dated October 23, 2007 and filed on October 26, 2007;

(f)  Seaway Valley  Capital's  Current  Report on Form 8-K/A  (Amendment  No. 1)
     dated November 7, 2007 and filed on January 18, 2008;

(g)  Seaway Valley  Capital's  Current Report on Form 8-K dated December 7, 2007
     and filed on December 7, 2007;

(h)  Seaway Valley  Capital's  Current  Report on Form 8-K dated January 4, 2008
     and filed on January 4, 2008;

(i)  Seaway Valley  Capital's  Current Report on Form 8-K dated February 8, 2008
     and filed on February 11, 2008;

(j)  Seaway Valley  Capital's  Current  Report on Form 8-K/A  (Amendment  No. 1)
     dated March 4, 2008 and filed on March 12, 2008;

(k)  the  description of Seaway Valley  Capital's  Common Stock contained in the
     Registration  Statement  on Form 8-A filed on  December  7, 2006  (File No.
     000-52356).

     Seaway  Valley  Capital is also  incorporating  by reference  all documents
hereafter filed by Seaway Valley Capital  pursuant to Sections 13(a),  13(c), 14
and  15(d) of the  Securities  Exchange  Act of 1934,  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Robert Brantl,  Esq., counsel to Seaway Valley Capital, has passed upon the
validity of the shares registered pursuant to this Registration  Statement.  Mr.
Brantl holds no interest in the securities of Seaway Valley Capital Corporation.
Item 6.       Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.

     Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to our directors,  officers or controlling  persons pursuant to
the foregoing provision or otherwise,  we have been advised that, in the opinion
of the  Securities  and Exchange  Commission,  such  indemnification  is against
public policy as expressed in that Act and is, therefore, unenforceable.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

4.1  2008 Stock and Stock Option Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Rosenberg Rich Baker Berman & Company

23.2 Consent of Robert  Brantl,  Esq.  is  contained  in his  opinion,  filed as
     Exhibit 5.
Item 9.  Undertakings.

              Seaway Valley Capital Corporation hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering;

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted to  directors,  officers  and  controlling  persons of
Seaway  Valley  Capital  pursuant  to the  provisions  of the  Delaware  General
Corporation Law or otherwise, Seaway Valley Capital has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the  payment by Seaway  Valley  Capital of  expenses  incurred or paid by a
director,  officer  or  controlling  person  of  Seaway  Valley  Capital  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, Seaway Valley Capital will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
REOFFER PROSPECTUS

                        SEAWAY VALLEY CAPITAL CORPORATION

                        80,000,000 Shares of Common Stock

     The shares are being  offered by persons  who are  officers,  directors  or
otherwise  control persons of Seaway Valley Capital  Corporation.  They acquired
the shares from Seaway  Valley  Capital,  either as the  recipients of grants of
stock or by exercising stock options issued to them by Seaway Valley Capital.

     The selling  shareholders  intend to sell the shares into the public market
from time to time.  The  shareholders  will negotiate with the market makers for
Seaway Valley Capital  common stock to determine the prices for each sale.  They
expect each sale price to be near to the market price at the time of the sale.

     Seaway  Valley  Capital  common  stock is  listed  for  trading  on the OTC
Bulletin Board under the trading symbol "SWVC.OB."

     Purchase of Seaway Valley Capital common stock involves  substantial  risk.
Please see "Risk Factors," which begins on page 2.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                        Seaway Valley Capital Corporation
                           10-18 Park Street, 2d Floor
                              Gouverneur, NY 13642
                                  315-287-1122

                  The date of this prospectus is March 20, 2008
TABLE OF CONTENTS

RISK FACTORS.................................................................-2-

SELLING SHAREHOLDERS.........................................................-9-

OTHER AVAILABLE INFORMATION..................................................-9-

INDEMNIFICATION.............................................................-10-
RISK FACTORS

You should carefully consider the risks described below before buying our common
stock.  If any of the risks described  below actually  occurs,  that event could
cause the trading  price of our common stock to decline,  and you could lose all
or part of your investment.

                 I. RISKS ATTENDANT TO OUR RETAIL STORE BUSINESS

Seaway Valley  Capital has no committed  source of additional  capital.  For the
foreseeable   future,  the  Company  intends  to  fund  operations  and  capital
expenditures from operations,  cash on hand, and ad hoc capital raises. If these
capital  resources are  insufficient,  Seaway Valley Capital may need additional
funds to continue operations,  pursue business opportunities (such as expansion,
acquisitions of  complementary  businesses or the development of new products or
services),  to react to  unforeseen  difficulties  or to respond to  competitive
pressures.  We  cannot  assure  you  that at such  time  as we need  funds  that
alternative  financing  arrangements  will be  available  in amounts or on terms
acceptable  to us, if at all. If  additional  financing  is not  available  when
required or is not available on acceptable  terms,  we may be unable to fund our
business plan and take advantage of business  opportunities,  which could have a
material adverse effect on our business and the value of our common stock. If we
choose to raise additional funds through the issuance of equity securities, this
may  cause  significant  dilution  of  our  common  stock,  and  holders  of the
additional  equity  securities may have rights senior to those of the holders of
our common stock. If we obtain additional  financing by issuing debt securities,
the terms of these securities could restrict or prevent us from paying dividends
and could limit our flexibility in making business decisions.

Seaway Valley  Capital's  growth strategy of new store openings and acquisitions
could create  challenges  Seaway  Valley  Capital may not be able to  adequately
meet.  Seaway  Valley  Capital  intends  to  continue  to pursue  growth for the
foreseeable  future,  and to evolve existing business to promote growth.  Seaway
Valley Capital 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 Seaway Valley
Capital in existing  stores and markets.  There can be no assurance  that Seaway
Valley Capital'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, Seaway Valley Capital may face risks
associated with market saturation of its products and concepts.  Finally,  there
can be no  assurance  that  Seaway  Valley  Capital  will  successfully  achieve
expansion  targets  or, if  achieved,  that  planned  expansion  will  result in
profitable operations.
This growth strategy requires improving Seaway Valley Capital's operations,  and
Seaway Valley  Capital may not be able to do this  sufficiently  to  effectively
prevent  negative  impact on its business  and  financial  results.  In order to
manage Seaway Valley Capital's  planned  expansion,  among other things,  Seaway
Valley Capital 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 Seaway Valley Capital is unable to accomplish all of these tasks in
a cost-effective manner, its business plan will not be successful.

Seaway  Valley  Capital  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 Seaway Valley Capital's business.  Seaway
Valley Capital  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 Seaway Valley  Capital'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 Seaway Valley Capital
to expand to certain sites or offer certain products. Any restrictions on Seaway
Valley  Capital'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 Seaway  Valley  Capital  otherwise  encounters
difficulties  in leasing  store  sites,  Seaway  Valley  Capital 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 Seaway Valley Capital has seen
certain  increases  in  expenses  as a result of such  consolidation  that could
continue.

If Seaway Valley Capital fails to offer a broad selection of products and brands
that customers find  attractive,  Seaway Valley Capital revenues could decrease.
In order to meet its strategic  goals,  Seaway Valley Capital 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 Seaway
Valley Capital'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 Seaway Valley Capital
will be successful in offering products that meet these requirements.  If Seaway
Valley Capital'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.

Seaway  Valley  Capital  comparable  store  sales  are  subject  to  fluctuation
resulting from factors within and outside Seaway Valley Capital'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;
Seaway Valley Capital's ability to efficiently  source and distribute  products;
changes  in  Seaway  Valley   Capital's   merchandise  mix;  ability  to  attain
exclusivity  and certain related  licenses;  competition  from other  retailers;
opening of new stores in existing markets and Seaway Valley Capital's ability to
execute its business  strategy  efficiently.  To date,  Seaway Valley  Capital's
comparable  store sales results have fluctuated  significantly  in the past, and
management believes that such fluctuations will continue.

Economic  conditions  could change in ways that reduce Seaway  Valley  Capital's
sales or increase Seaway Valley Capital's expenses.  Certain economic conditions
affect the level of  consumer  spending on  merchandise  Seaway  Valley  Capital
offers,  including,  among others,  employment  levels,  salary and wage levels,
interest rates,  taxation and consumer confidence in future economic conditions.
Seaway Valley Capital 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 Seaway  Valley
Capital's  merchandise,  could make conducting Seaway Valley Capital's  business
more  expensive  or change the way  Seaway  Valley  Capital  does  business.  In
addition to increased regulatory compliance requirements,  changes in laws could
make ordinary  conduct of Seaway  Valley  Capital's  business more  expensive or
require Seaway Valley  Capital 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 Seaway  Valley  Capital  associates,  which would  likely  cause
management  to reexamine  Seaway  Valley  Capital's  entire wage  structure  for
stores. Other laws related to employee benefits and treatment of employees,  and
privacy,  could  also  negatively  impact  Seaway  Valley  Capital  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  Seaway  Valley  Capital's
financial  performance  for given  periods.  Seaway Valley  Capital'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. Seaway
Valley Capital'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,  Seaway Valley Capital typically experiences lower net sales in the
first fiscal quarter relative to other quarters.

Competitors'  Internet  sales  could  hinder  Seaway  Valley  Capital's  overall
financial performance.  Seaway Valley Capital sells merchandise that also can be
purchased  over the Internet  through the other retail  websites.  Seaway Valley
Capital's Internet  operations do not yet include commerce,  and not having such
operations could pose risks to Seaway Valley Capital's overall business.

There is a risk Seaway Valley  Capital could  acquire  merchandise  without full
rights to sell it,  which could lead to disputes or  litigation  and hurt Seaway
Valley Capital's  financial  performance and stock price.  Seaway Valley Capital
and its partners  purchase  licensed  merchandise from a number of suppliers who
hold manufacturing and distribution  rights under the terms of certain licenses.
Seaway Valley Capital  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 Seaway Valley Capital or its partners acquire
unlicensed merchandise,  Seaway Valley Capital 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  Seaway Valley  Capital,
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.

Seaway Valley  Capital faces intense  competition,  including  competition  from
companies with  significantly  greater resources than Seaway Valley Capital.  If
Seaway Valley  Capital is unable to compete  effectively  with these  companies,
Seaway Valley Capital 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  Seaway  Valley  Capital  competitors  have
significantly  greater  financial,  technological,   managerial,  marketing  and
distribution   resources  than  does  Seaway  Valley   Capital.   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  Seaway  Valley  Capital  competes,  further
increasing competition in the industry. Seaway Valley Capital 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
Seaway Valley Capital stores,  which would adversely impact the trading price of
Seaway's common shares.

Seaway Valley  Capital's  future  operating  results may fluctuate and cause the
price of Seaway Valley Capital's common stock to decline.  Seaway Valley Capital
expects  that Seaway  Valley  Capital's  revenues  and  operating  results  will
continue  to  fluctuate  significantly  from  quarter to quarter  due to various
factors,  many of which are beyond Seaway Valley Capital's control.  The factors
that could cause Seaway Valley Capital's operating results to fluctuate include,
but are not limited to:

     o    seasonality of the business;
     o    price competition from other retailers;
     o    general price increases by suppliers and manufacturers;
     o    Seaway Valley  Capital's  ability to maintain and expand Seaway Valley
          Capital's distribution relationships;
     o    increases in the cost of advertising;
     o    unexpected increases in shipping costs or delivery times;
     o    Seaway  Valley  Capital's  ability  to  build  and  maintain  customer
          loyalty;
     o    the introduction of new services,  products and strategic alliances by
          us and Seaway Valley Capital's competitors;
     o    the success of Seaway Valley  Capital's  brand-building  and marketing
          campaigns;
     o    government regulations, changes in tariffs, duties, and taxes;
     o    Seaway  Valley  Capital's  ability to  maintain,  upgrade  and develop
          Seaway Valley Capital's retail stores;
     o    changes in Seaway Valley Capital's store leasing costs;
     o    the amount  and timing of  operating  costs and  capital  expenditures
          relating to expansion of Seaway Valley Capital's business,  operations
          and infrastructure; and
     o    general economic conditions as well as economic conditions specific to
          the retail sector.
If Seaway  Valley  Capital  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.

     Seaway Valley Capital's  growth and operating  results could be impaired if
it is unable to meet its future capital needs. Seaway Valley Capital may need to
raise additional capital in the future to:

     o    fund more rapid expansion;
     o    acquire or expand into new retail locations, warehousing facilities or
          office space;
     o    maintain,   enhance  and  further  develop  Seaway  Valley   Capital's
          information technology systems;
     o    develop  new  product   categories  or  enhanced   services;
     o    fund acquisitions; or
     o    respond to competitive pressures.

If  Seaway  Valley  Capital  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.  Seaway Valley Capital currently
does not have any  commitments for additional  financing.  Seaway Valley Capital
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,  Seaway Valley Capital may
not be able to fund its expansion,  develop or enhance  Seaway Valley  Capital's
products or services or respond to competitive pressures.

                 II. RISKS ATTENDANT TO THE INVESTMENT BUSINESS

The results of  operations  of Seaway  Valley Fund,  LLC will be affected by the
performance  of the companies in which it invests and by the  performance of the
stock market in general,  over which  management  exercises  no control.  Seaway
Valley Fund holds investments in companies whose securities are characterized as
"penny  stocks." The Fund has no control over the operations of those  companies
or over the  performance of their stock.  Like other microcap  companies,  their
financial  performance  depends on their  ability to compete  against far larger
companies,  and is highly risky.  Like other penny stocks,  their securities are
subject to flamboyant swings in market price. If the prices of the securities in
which the Fund invests fall,  the resulting  losses by the Fund could offset the
benefits  realized  from our  retail  store  business,  and cause the  Company's
financial results to be poor.

Seaway Valley Fund,  LLC has  historically  been  dependent for success on a key
executive  officer.  Its  inability  to retain  that  officer  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 our
business.  Seaway  Valley Fund,  LLC's  historic  performance  has been entirely
dependent on the efforts and abilities of its President,  Thomas W.  Scozzafava.
Mr.  Scozzafava  founded Seaway Valley Fund, LLC and has exclusively  managed it
since 2003. The sudden loss of his services could have a material adverse effect
on business, results of operations, and financial condition.  Furthermore, there
can be no assurance that Mr. Scozzafava will be able to manage growth or be able
to attract and retain  additional  qualified  personnel as needed in the future.
The Fund can give no assurance that it can find  satisfactory  replacements  for
this key executive  officer at all, or on terms that are not unduly expensive or
burdensome to the Fund.
III. RISKS ATTENDANT TO OWNERSHIP OF THE COMPANY'S SECURITIES

New rules,  including those contained in and issued under the Sarbanes-Oxley Act
of 2002,  may make it  difficult  for  Seaway  to retain  or  attract  qualified
officers and  directors,  which could  adversely  affect the  management  of our
business and our ability to obtain or retain listing of our common stock. Seaway
may be unable to attract and retain qualified officers, directors and members of
board committees required to provide for our effective management as a result of
the recent and currently  proposed  changes in the rules and  regulations  which
govern publicly-held  companies,  including,  but not limited to, certifications
from executive  officers and requirements for financial  experts on the board of
directors.  The perceived  increased personal risk associated with these changes
may deter qualified individuals from accepting these roles. The enactment of the
Sarbanes-Oxley Act of 2002 has resulted in the issuance of a series of new rules
and regulations and the  strengthening  of existing rules and regulations by the
SEC.  Further,  certain  of these  recent  and  proposed  changes  heighten  the
requirements for board or committee membership,  particularly with respect to an
individual's  independence  from  the  corporation  and  his  or  her  level  of
experience in finance and accounting matters. We may have difficulty  attracting
and retaining directors with the requisite  qualifications.  If we are unable to
attract and retain  qualified  officers and  directors,  the  management  of our
business could be adversely affected.

The  application  of the "Penny Stock" rules could  adversely  affect the market
price of Seaway common stock and increase your  transaction  costs to sell those
shares. As long as the trading price of our common shares is below $5 per share,
the  open-market  trading  of our  common  shares  will be subject to the "penny
stock"  rules.  The  "penny  stock"  rules  impose   additional  sales  practice
requirements  on  broker-dealers  who sell  securities  to  persons  other  than
established  customers and accredited  investors (generally those with assets in
excess of $1,000,000 or annual income  exceeding  $200,000 or $300,000  together
with their spouse).  For transactions  covered by these rules, the broker-dealer
must make a special suitability determination for the purchase of securities and
have received the  purchaser's  written  consent to the  transaction  before the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the broker-dealer  must deliver,  before the transaction,  a disclosure
schedule  prescribed by the Securities and Exchange  Commission  relating to the
penny stock market. The broker-dealer also must disclose the commissions payable
to  both  the  broker-dealer  and  the  registered  representative  and  current
quotations  for  the  securities.  Finally,  monthly  statements  must  be  sent
disclosing recent price information on the limited market in penny stocks. These
additional  burdens  imposed  on  broker-dealers  may  restrict  the  ability or
decrease the willingness of  broker-dealers  to sell our common shares,  and may
result in decreased  liquidity for our common  shares and increased  transaction
costs  for  sales and  purchases  of our  common  shares  as  compared  to other
securities.

There is no assurance that our shares will remain liquid,  and you may be unable
to sell at or near ask  prices or at all if you need to sell or  liquidate  your
shares.  The Company  cannot predict the extent to which an active public market
for its common stock will be sustained.  However,  the Company does not rule out
the  possibility of applying for listing on the Nasdaq Small Cap Market or other
markets.  Our common  shares are currently  traded on the "OTC Bulletin  Board",
meaning that in the future the number of persons  interested in  purchasing  our
common shares at or near bid prices at any given time may be relatively small or
non-existent.  This situation is attributable to a number of factors,  including
the fact that we are a small company which is still relatively  unknown to stock
analysts,  stock brokers,  institutional  investors and others in the investment
community that generate or influence  sales volume,  and that even if we came to
the  attention  of such  persons,  they  tend to be  risk-averse  and  would  be
reluctant  to follow an unproven  company  such as ours or purchase or recommend
the  purchase  of our shares  until  such time as we became  more  seasoned  and
viable.  As a  consequence,  there may be periods  of several  days or more when
trading  activity  in our shares is minimal or  non-existent,  as  compared to a
seasoned  issuer which has a large and steady  volume of trading  activity  that
will  generally  support  continuous  sales  without an adverse  effect on share
price.  We cannot give you any  assurance  that a broader or more active  public
trading  market for our  common  stock will  develop  or be  sustained,  or that
trading levels will be sustained.

Stockholders  should be aware that,  according to SEC Release No. 34-29093,  the
market for penny stocks has suffered in recent years from  patterns of fraud and
abuse.  Such patterns  include (1) control of the market for the security by one
or a few  broker-dealers  that are often related to the promoter or issuer;  (2)
manipulation of prices through  prearranged  matching of purchases and sales and
false and  misleading  press  releases;  (3)  boiler  room  practices  involving
high-pressure  sales tactics and unrealistic  price projections by inexperienced
sales persons; (4) excessive and undisclosed bid-ask differential and markups by
selling broker-dealers;  and (5) the wholesale dumping of the same securities by
promoters and  broker-dealers  after prices have been  manipulated  to a desired
level,  along with the  resulting  inevitable  collapse of those prices and with
consequent  investor  losses.  Our  management  is aware of the abuses that have
occurred historically in the penny stock market. Although we do not expect to be
in a position to dictate the  behavior  of the market or of  broker-dealers  who
participate  in the  market,  management  will  strive  within the  confines  of
practical  limitations to prevent the described  patterns from being established
with respect to our  securities.  The  occurrence of these patterns or practices
could increase the future volatility of our share price.

Our corporate actions are substantially controlled by our principal stockholders
and affiliated entities. Our principal stockholder, President and CEO, Thomas W.
Scozzafava,  owns all of our Series B Preferred  Stock,  representing 80% of the
voting power in the Company.  This stockholder could exert substantial influence
over matters such as electing  directors and approving mergers or other business
combination  transactions.  In addition,  because of the percentage of ownership
and voting concentration,  elections of our board of directors will generally be
within  the  control  of this  stockholder.  While all of our  stockholders  are
entitled to vote on matters  submitted to our  stockholders  for  approval,  the
concentration  of shares and voting  control  presently lies with this principal
stockholder. As such, it would be difficult for stockholders to propose and have
approved proposals not supported by management.  There can be no assurances that
matters  voted  upon  by  our  officers  and  directors  in  their  capacity  as
stockholders will be viewed favorably by all stockholders of the company.

Past  activities of the company and its affiliates may lead to future  liability
for the company.  Prior to Seaway Capital,  Inc.'s  acquisition of a controlling
interest  in the  Company  on July 1,  2007,  the  Company  has been  engaged in
operations as GS Carbon Corporation and,  previously,  Direct View, Inc. In July
2007  it  liquidated  all  of  those  businesses  that  remained.  However,  any
liabilities  relating to such prior  business  against  which the Company is not
completely indemnified may have a material adverse effect on the Company.

The market price for our common  stock may be  particularly  volatile  given our
status as a relatively  unknown  company with a small and thinly  traded  public
float  and  lack  of  history  as a  public  company  which  could  lead to wide
fluctuations  in our  share  price.  The  market  for our  common  stock  may be
characterized by significant price volatility when compared to seasoned issuers,
and we expect  that our share price could  continue to be more  volatile  than a
seasoned issuer for the indefinite future. The potential volatility in our share
price is attributable to a number of factors.  First, as noted above, our shares
of common stock may be sporadically and thinly traded.  As a consequence of this
lack of liquidity,  the trading of relatively  small quantities of shares by our
stockholders  may  disproportionately  influence  the  price of those  shares in
either  direction.  The  price  for  our  shares  could,  for  example,  decline
precipitously in the event that a large number of our shares of common stock are
sold on the market without commensurate demand, as compared to a seasoned issuer
which could better absorb those sales without adverse impact on its share price.
Many of these  factors  will be beyond our control and may  decrease  the market
price of our common shares,  regardless of our operating performance.  We cannot
make any  predictions or projections as to what the prevailing  market price for
our common stock will be at any time.

In  addition,  the  market  price of our common  stock  could be subject to wide
fluctuations in response to:

     o    quarterly variations in our revenues and operating expenses;
     o    announcements of new products or services by us;
     o    fluctuations in interest rates;
     o    significant sales of our common stock, including "short" sales;
     o    significant sales of our common stock, including "short" sales;
     o    the  operating and stock price  performance  of other  companies  that
          investors may deem comparable to us; and
     o    news  reports  relating to trends in our  markets or general  economic
          conditions.

The stock market, in general, and the market prices for penny stock companies in
particular,  have  experienced  volatility  that often has been unrelated to the
operating  performance  of such  companies.  These  broad  market  and  industry
fluctuations  may  adversely  affect the price of our stock,  regardless  of our
operating performance.

We do not expect to pay dividends for the foreseeable  future,  and we may never
pay dividends.  We currently intend to retain any future earnings to support the
development  and  expansion of our business  and do not  anticipate  paying cash
dividends in the foreseeable future. Our payment of any future dividends will be
at the  discretion of our board of directors  after taking into account  various
factors,  including  but  not  limited  to our  financial  condition,  operating
results, cash needs, growth plans and the terms of any credit agreements that we
may be a party to at the time. In addition,  our ability to pay dividends on our
common stock may be limited by state law.  Accordingly,  investors  must rely on
sales of their Common Stock after price appreciation,  which may never occur, as
the only way to realize their investment.

                              SELLING SHAREHOLDERS

     The table below  contains  information  regarding the  individuals  who are
using this prospectus to offer common shares.
Percentage of
                                            Shares Owned        Number of          Shares Owned     Class Held
Selling Shareholder        Position         Before Offering     Shares Offered     After Offering   After Offering
-------------------        --------         ----------------    --------------     --------------   --------------
-                -                      -                 -                  -                -
OTHER AVAILABLE INFORMATION

     Seaway  Valley  Capital  Corporation  is  incorporating  by  reference  the
following   documents   previously   filed  with  the  Securities  and  Exchange
Commission:

     (a)  Seaway Valley Capital's Annual Report on Form 10-KSB/A  (Amendment No.
          1) for the year ended December 31, 2006;

     (b)  Seaway Valley Capital's  Quarterly Report on Form 10-QSB/A  (Amendment
          No. 1) for the period ended March 31, 2007;
(c)  Seaway Valley Capital's Quarterly Report on Form 10-QSB for the period
          ended June 30, 2007;

     (d)  Seaway Valley Capital's  Quarterly Report on Form 10-QSB/A  (Amendment
          No. 1) for the period ended September 30, 2007;

     (e)  Seaway Valley Capital's Current Report on Form 8-K/A (Amendment No. 1)
          dated October 23, 2007 and filed on October 26, 2007;

     (f)  Seaway Valley Capital's Current Report on Form 8-K/A (Amendment No. 1)
          dated November 7, 2007 and filed on January 18, 2008;

     (g)  Seaway Valley  Capital's  Current Report on Form 8-K dated December 7,
          2007 and filed on December 7, 2007;

     (h)  Seaway Valley  Capital's  Current  Report on Form 8-K dated January 4,
          2008 and filed on January 4, 2008;

     (i)  Seaway Valley  Capital's  Current Report on Form 8-K dated February 8,
          2008 and filed on February 11, 2008;

     (j)  Seaway Valley Capital's Current Report on Form 8-K/A (Amendment No. 1)
          dated March 4, 2008 and filed on March 12, 2008;

     (k)  the description of Seaway Valley  Capital's  Common Stock contained in
          the Registration Statement on Form 8-A filed on December 7, 2006 (File
          No. 000-52356).

     Seaway  Valley  Capital is also  incorporating  by reference  all documents
hereafter filed by Seaway Valley Capital  pursuant to Sections 13(a),  13(c), 14
and  15(d) of the  Securities  Exchange  Act of 1934,  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold.

     Upon written  request,  Seaway Valley  Capital will provide to each person,
including any beneficial  owner,  to whom this prospectus is delivered a copy of
any and all  information  that has been  incorporated  into this  prospectus  by
reference. We will provide the information at no cost to the person who requests
it. Any such request  should be made to Tom  Scozzafava,  Seaway Valley  Capital
Corporation, 10-18 Park Street, 2d Floor, Gouverneur, NY 13642.

     Seaway Valley  Capital files with the  Securities  and Exchange  Commission
annual,  quarterly and current reports,  proxy statements and other information,
which may assist you in understanding our company. In addition,  we have filed a
registration  statement  on Form S-8,  including  exhibits,  with respect to the
shares to be sold in the offering.

     You may read and copy the registration statement or any reports, statements
or other  information that we file at the Commission's  Public Reference Room at
100 F Street,  N.E.,  Washington,  D.C.  20549.  Please call the  Commission  at
1-800-SEC-0330 for further  information on the operation of the Public Reference
Room. Our Commission  filings,  including the registration  statement,  are also
available to you on the Commission's Web site at http://WWW.SEC.GOV.

                                 INDEMNIFICATION

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
authorizes a  corporation  to provide  indemnification  to a director,  officer,
employee or agent of the  corporation,  including  attorneys'  fees,  judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection  with such action,  suit or  proceeding,  if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his  conduct  was  unlawful as
determined in accordance  with the statute,  and except that with respect to any
action  which  results  in a  judgment  against  the  person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and  reasonably  entitled to the  indemnification.  Section 145
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     Our  certificate  of  incorporation  provides  that members of our board of
directors  are  protected  against  personal  liability  to the  fullest  extent
permitted by Delaware  corporate law. Delaware  corporate law permits a Delaware
corporation  to eliminate  the personal  liability of its directors for monetary
damages  for  breach of  fiduciary  duty,  except  for  breaches  of the duty of
loyalty,   acts  or  omissions  not  in  good  faith  or  involving  intentional
misconduct, improper payment of dividends, or transactions in which the director
derived an improper personal benefit.

     Our certificate of  incorporation  also provides that Seaway Valley Capital
will indemnify our directors and officers against liabilities arising from their
service as directors  and officers to the fullest  extent  permitted by Delaware
corporate law. Insofar as  indemnification  for liabilities under the Securities
Act of 1933 may be permitted to our directors,  officers or controlling  persons
pursuant to the foregoing provision or otherwise,  we have been advised that, in
the opinion of the Securities and Exchange  Commission,  such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.

                                    * * * * *
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933,  Seaway Valley
Capital Corporation  certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the Town of Gouverneur, State of New York on the 20th day of
March, 2008.

                                         SEAWAY VALLEY CAPITAL CORPORATION

                                         By: /s/ Thomas Scozzafava
                                         ---------------------------------
                                                 Thomas Scozzafava
                                                 Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated on March 20, 2008.

/s/ Thomas Scozzafava
-------------------------------
Thomas Scozzafava, Director,
Chief Executive Officer,
Chief Financial Officer