SCHEDULE 14C

(Rule 14c-101)

INFORMATION REQUIRED IN INFORMATION STATEMENT

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Check the appropriate box:

[x]

Preliminary Information Statement

             [  ] Confidential, for use of the Commission only

[  ]

Definitive Information Statement

                                Seaway Valley Capital Corporation.                             .

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[x]

No fee required.

[  ]

Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

  1)

Title of each class of securities to which transaction applies:

  ..................................................................

  2)

Aggregate number of securities to which transaction applies:

  ..................................................................

  3)

Price per unit or other underlying value of transaction pursuant to Exchange Act Rule 0-11.  (Set forth the amount on which the filing fee is calculated and state how it was determined.)

  ..................................................................

  4)

Proposed maximum aggregate value of transaction:

  ...................................................................

  5)

Total fee paid:

  ...................................................................

[  ]

Fee paid previously with preliminary materials.

[  ]

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

  1)

Amount Previously Paid:

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  2)

Form, Schedule or Registration Statement No.:

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Filing Party:

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  4)

Date Filed:

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SEAWAY VALLEY CAPITAL CORPORATION

10-18 Park Street, 2 ^nd Floor

  Gouverneur, N.Y. 13642

INFORMATION STATEMENT

To the Holders of the Voting Stock:

The purpose of this Information Statement is to notify you that the holders of shares representing a majority of the voting power of Seaway Valley Capital Corporation (“SVCC”) has given his written consent to a resolution adopted by the Board of Directors of SVCC to amend the Certificate of Incorporation so as to (1) effect a reverse split of the company’s common stock in a ratio of one-for-five; and (2) increase the authorized common stock to 10 billion shares.  We anticipate that this Information Statement will be mailed on August 5, 2008 to shareholders of record.  On or after August 25, 2008, the amendment of the Certificate of Incorporation will be filed with the Delaware Secretary of State and it will become effective.

Delaware General Corporation Law permits holders of a majority of the voting power to take shareholder action by written consent. Accordingly, SVCC will not hold a meeting of its shareholders to consider or vote upon the amendment of SVCC’s Certificate of Incorporation.

WE ARE NOT ASKING YOU FOR A PROXY.

YOU ARE REQUESTED NOT TO SEND US A PROXY.

August 5, 2008

Thomas Scozzafava

 

Chief Executive Officer

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VOTING SECURITIES OUTSTANDING

We determined the shareholders of record for purposes of this shareholder action at the close of business on July 24, 2008 (the “Record Date”).  On the Record Date, the authorized voting stock consisted of:

(1)

2,500,000,000 shares of common stock, par value $0.0001, each of which is entitled to one vote.  On the Record Date, there were 2,333,011,591 shares of common stock issued, outstanding and entitled to vote.  

(2) 1,600,000 shares of Series C Preferred Stock, par value $.0001 per share, 1,449,236 of which were outstanding on the Record Date.  The outstanding shares of Series C Preferred Stock were entitled to a total of 17,049,835,294 votes on the Record Date – i.e. 11,764 votes per share.

(3)  1,050,000 shares of Series D Preferred Stock, par value $.0001 per share, all of which were outstanding on the Record Date.  The outstanding shares of Series D Preferred Stock were entitled to a total of 15,441,176,471 votes on the Record Date – i.e. 14,706 votes per share.

(4) 100,000 shares of Series E Preferred Stock, par value $.0001 per share, all of which were outstanding on the Record Date.  The outstanding shares of Series E Preferred Stock were entitled to a total of 139,296,093,424 votes on the Record Date – i.e. 1,392,960 votes per share.

There is no individual who owns 5% or more of the outstanding common stock, and neither of our officers or directors owns any shares of our common stock.  The following table sets forth the number of shares of voting stock beneficially owned by each person who, as of the Record Date, owned beneficially more than 5% of any class of SVCC’s voting stock, as well as the ownership of such shares by each member of SVCC’s Board of Directors and the shares beneficially owned by its officers and directors as a group. Each individual owned, on the Record Date, only one class of SVCC’s common stock.

  Name and Address of

Amount and Nature

      Aggregate

Percent

 of

   Beneficial Owner ⁽¹⁾

             of Beneficial Ownership ⁽²⁾   Percent of Class

Voting Power

 

Thomas Scozzafava

    100,000 Series E

100.0%

 

       80.0%

Christopher Swartz ⁽³⁾

    310,146 Series D

  29.5%

 

         2.6%

Current executive officers and

 directors as a group (2 persons)

    100,000 Series E

100.0%

        80.0%

    310,146 Series D

  29.5%

          2.6%

Dierdre Scozzafava

    442,150 Series C

     

  30.5%

    

          3.0%

Frederick Scozzafava

    398,100 Series C

     

  27.5%     

          2.7%

William Scozzafava

    138,500 Series C

     

    9.6%     

          0.9%

Joseph G. La Chausse

    102,500 Series C

     

    7.1%     

          0.7%

Silver Hamilton, LLC

    180,290 Series C

     

  12.4%     

          1.2%

3109 Stirling Road, Suite 200

Ft. Lauderdale, FL 33312

____________________________

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(1)

The address of each owner, unless otherwise specified, is c/o Seaway Valley Capital Corporation, 10-18 Park Street, 2 ^nd Floor, Gouverneur, N.Y. 13642

(2)

Except as indicated in the footnotes to this table and pursuant to applicable community property laws, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder's name.

(3)

Includes 310,146 Series D shares held by five organizations over which Mr. Swartz has dispositional and voting control.

AMENDMENT OF THE CERTIFICATE OF INCORPORATION

TO EFFECT A REVERSE SPLIT OF THE COMMON STOCK AND TO INCREASE THE AUTHORIZED COMMON STOCK

The Board of Directors of SVCC has adopted a resolution to effect a reverse split of SVCC’s common stock in the ratio of 1:5 (the “Reverse Split”) and to increase the number of shares of common stock authorized by the Certificate of Incorporation from 2,500,000,000 to 10,000,000,000 (“Share Increase”).  No fractional shares or scrip will be issued; rather, shareholders who would otherwise be entitled to a fractional share as a result of the Reverse Split will receive one whole share of SVCC common stock in lieu of the fraction.

Reasons for Approving the Reverse Split and Share Increase

There are two primary reasons why the Board of Directors approved the Reverse Split and Share Increase.  The first reason is that our Certificate of Incorporation currently authorizes the Board of Directors to issue 2,500,000,000 shares of Common Stock, of which 2,333,011,591 shares have been issued and are outstanding.  However, there are also outstanding

§

Convertible Preferred Shares of classes C, D and E, which are convertible into an aggregate total of 171,787,105,189 shares of Common Stock, based on the market price of $.0004 at July 24, 2008;

§

Warrants which, when exercised, entitle the holder to purchase 194,600,000 shares of Common Stock; and

§

Convertible Debentures which are convertible, in the aggregate, into a total of 28,464,139,683 shares of Common Stock, based on the market price of $.0004 at July 24, 2008.  

The table below identifies the specific securities that are convertible into shares of our Common Stock.  The column labeled “Potential Conversion” shows the number of common shares into which the security could be converted at the market price of $.0004 on July 24, 2008.

Security-Holder	Original Amount	Currently Outstanding	Potential Conversion
Series C Preferred (1)	1,458,236	1,449,236	17,049,835,294
Series D Preferred (2)	1,050,000	1,050,000	15,441,176,471
Series E Preferred (3)	100,000	100,000	139,296,093,424
		Total - Preferred	171,787,105,189
Warrants	194,600,000	194,600,000	194,600,000
Debentures:
YA Global Investments, L.P. (4)	2,799,037	2,372,673	7,908,910,000
Paul Graham (5)	525,000	415,000	2,075,000,000

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JMJ Financial (6)	1,525,000	1,488,000	4,960,000,000
Golden Gate Investors, Inc. (7)	1,500,000	1,280,000	4,210,526,316
Renzi Brothers (8)	205,000	205,000	788,461,538
Hackett’s Investors (9)	950,000	950,000	2,638,888,888
Hackett’s Sellers (10)	2,000,000	2,000,000	5,882,352,941
		Total - Debentures	28,464,139,683
	Total Potential Conversion		200,445,844,872

(1)

The Series C Preferred shares were issued in 2007 in exchange for ownership of WiseBuys Stores, Inc.  The shares are convertible at 21¼% of the market price.

(2)

The Series D Preferred shares were issued in 2008 in exchange for ownership of North Country Hospitality, Inc.  The shares are convertible at 85% of the market price.

(3)

The Series E Preferred shares are owned by Thomas Scozzafava, our Chairman.  They are convertible into 80% of the fully diluted outstanding shares.

(4)

The convertible debentures held by YA Global Investments, LP are convertible at 75% of the market price.

(5)

The convertible debenture held by Paul Graham is convertible at 50% of the market price.

(6)

The convertible debentures held by JMJ Financial are convertible at 75% of the market price.

(7)

The convertible debentures held by Golden Gate Investors, Inc. are convertible at 76% of the market price.

(8)

The convertible debenture held by Renzi Brothers is convertible at 65% of the market price.

(9)

The convertible debentures held by the “Hackett’s Investors” were issued in exchange for debt that those investors held in Patrick Hackett Hardware Company, which was acquired by the Company in 2007.  They are convertible at 90% of the market price.

(10)

The convertible debentures held by the “Hackett’s Sellers” were issued in 2007 in exchange for ownership of Patrick Hackett Hardware Company.  They are convertible at 85% of the market price.

Therefore, there is not an adequate number of authorized but unissued shares of Common Stock available for conversion of the outstanding Preferred Shares and Convertible Debentures and the exercise of the Warrants.  The Reverse Split and the Share Increase will make available some of the shares needed for these purposes.  Management hopes that an increase in the stock price will reduce the magnitude of the potential conversions and make 10 billion authorized shares adequate for its purposes.  There is no assurance, however, that an additional recapitalization will not be required at a later date.

The second reason for the Reverse Split and Share Increase is that the Board of Directors wishes to have authorized but unissued stock available for various purposes, such as effecting acquisitions, business expansion, obtaining financing, and recruiting management personnel, all of which will be necessary if SVCC is to undertake new business operations.  

At the present time, the Board of Directors has not made any specific plan, commitment, arrangement, understanding or agreement with respect to the additional shares that will be available for issuance after the Reverse Split and Share Increase, other than the issuance of common stock upon conversion of the Preferred Stock and Convertible Debentures and exercise of the Warrants.  

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General Effect of the Reverse Split and Share Increase

The table below shows the cumulative effect of the Reverse Split and Share Increase (together, the “Recapitalization”) on SVCC’s  common shares outstanding at July 24, 2008, as well as the effect of the Recapitalization on the number of shares that will be outstanding if all of the outstanding preferred stock and debentures are converted, based on the market price of $.0004 at July 24, 2008.   The column labeled “After Recapitalization” does not reflect any adjustments that may result from the rounding up of fractional shares. We cannot calculate at this time the number of whole shares that will be issued in lieu of fractions as a result of the Reverse Split.

 

	Prior to	After
	Recapitalization	Recapitalization
Shares of Common Stock:
Authorized	2,500,000,000	10,000,000,000
Issued and outstanding	2,333,011,591	466,602,319
Available for issuance	166,988,409	9,533,397,681
Issuable upon conversion of Series C Preferred	17,049,835,294	3,409,967,059
Issuable upon conversion of Series D Preferred	15,441,176,471	3,088,235,295
Issuable upon conversion of Series E Preferred	139,296,093,424	27,859,218,685
Issuable upon exercise of the Warrants	194,600,000	38,920,000
Issuable upon conversion of Debentures	28,464,139,683	5,692,827,937
Outstanding if all Warrants are exercised and
all Preferred Shares and Debentures are converted	202,778,856,463	40,555,771,293
Available for issuance after exercise of Warrants
and conversion of all Preferred Shares and Debentures	0	0

                                  

 

The Reverse Split and Share Increase will increase the number of shares available for issuance by the Board of Directors to 9,533,397,681.  The Board of Directors will be authorized to issue the additional common shares without having to obtain the approval of the SVCC shareholders.  Delaware law requires that the Board use its reasonable business judgment to assure that SVCC obtains “fair value” when it issues shares.  Nevertheless, the issuance of the additional shares would dilute the proportionate interest of current shareholders in SVCC.  The issuance of the additional shares could also result in the dilution of the value of shares now outstanding, if the terms on which the shares were issued were less favorable than the contemporaneous market value of SVCC common stock.

The Reverse Split and Share Increase, with the resulting increase in the number of shares available for issuance, are not being done for the purpose of impeding any takeover attempt.  Nevertheless, the power of the Board of Directors to provide for the issuance of shares of common stock without shareholder approval has potential utility as a device to discourage or impede a takeover of SVCC.  In the event that a non-negotiated takeover were attempted, the private placement of stock into “friendly” hands, for example, could make SVCC unattractive to the party seeking control of SVCC.  This would have a detrimental effect on the interests of any stockholder who wanted to tender his or her shares to the party seeking control or who would favor a change in control.

How the Reverse Split and Share Increase Will Be Effected

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The officers of SVCC will file an amendment to the Certificate of Incorporation with the Delaware Secretary of State effecting the Reverse Split and Share Increase.  The amendment will provide that each five shares of common stock outstanding at the close of business on the effective date of the filing will be exchanged for one post-Reverse Split share of SVCC common stock (“New Common Stock”).  The New Common Stock will not be different from the common stock held by SVCC shareholders prior to the Reverse Split.  The holders of the New Common Stock will have the same relative rights following the effective date of the Reverse Split as they had before the effective date.

                      

 

Exchange of Stock Certificates and Liquidation of Fractional Shares.

Upon filing of the certificate of amendment with the Delaware Secretary of State, the outstanding certificates representing shares of SVCC common stock will be automatically converted into certificates representing shares of New Common Stock.  Every shareholder who surrenders a certificate representing shares of common stock to the transfer agent with the appropriate stock transfer fee will receive a certificate representing the appropriate number of shares of New Common Stock.  The name and address of the transfer agent for SVCC is

Standard Registrar & Transfer Co., Inc.

12528 South 1840 East

Draper, Utah 84020

(801) 571-8844

No Dissenters’ Rights

Under Delaware law, shareholders are not entitled to dissenters’ rights with respect to any of the transactions described in this Information Statement.

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