10QSB/A
1
gscb10qa101207.txt
GS CARBON 10QSB/A OCTOBER 12, 2007
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB/A
Amendment No. 1
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QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL QUARTER ENDED MARCH 31, 2007
COMMISSION FILE NO.: 0-52356
SEAWAY VALLEY CAPITAL CORPORATION
(FORMERLY KNOW AS "GS CARBON CORPORATION")
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(Exact name of registrant as specified in its charter)
Delaware 20-5996486
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(State of other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
One Penn Plaza, Suite 1612, New York, N.Y. 10119
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(Address of principal executive offices) (Zip Code)
(212) 994-5374
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(Registrant's telephone number including area code)
Check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant as required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No __.
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes ___ No X
The number of outstanding shares of common stock as of May21, 2007 was:
421,577,063.
Transitional Small Business Disclosure Format: Yes No X .
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EXPLANATORY NOTE
RESTATEMENT OF FINANCIAL STATEMENTS
This Amendment No. 1 on Form 10-QSB/A, which amends and restates items
identified below with respect to the Form 10-QSB, filed by Seaway Vally Capital
Corporation (formerly known as "GS Carbon Corporation") ("we" or "the Company")
with the Securities and Exchange Commission (the "SEC") on May 22, 2007 (the
"Original Filing"), is being filed to reflect the restatement of our financial
statements for the three months ended March 31, 2007.
As previously announced, our management, on July 26, 2007, concluded that the
Company's previously filed financial statements as of and for the three months
ended March 31, 2007, should no longer be relied upon as a result of the
Company's determination that it was liable for approximately $498,000 of
convertible debt along with approximately $59,000 of related derivative
liabilities at October 9, 2006, the reverse merger date, December 31, 2006 and
March 31, 2007. In addition, management reviewed and revised its conclusions
regarding its derivative instruments at December 31, 2006 and March 31, 2007.
These conclusions were based upon conversations between the Company and its
independent auditors (Rosenberg Rich Baker Berman, CPA). During this process,
management and the Board of Directors of the Company were alerted to the facts
and circumstances related to the Company's liability for these debts and the
revisions to the derivative calculations. Authorized officers of the Company
discussed this matter with the Company's independent public accounting firm who
agreed that the Company's previously issued financial statements described above
could not be relied upon and needed to be restated. See "Note 12 - Restatement"
in the Notes to Financial Statements for further details. This Form 10-QSB/A
also amends the disclosure under "Item 3. Controls and Procedures" in the
Original Filing.
This Form 10-QSB/A only amends and restates certain information in Item 1
(Financial Statements), Item 2 (Management's Discussion and Analysis or Plan of
Operation), Item 3 (Controls and Procedures) and Item 6 (Exhibits), and such
amendment and restatement with respect to Items 1 and 2 only reflect the
restatement of the financial statements as described above. Except for the
foregoing amended and restated information, this Form 10-QSB/A continues to
describe conditions as of the date of the Original Filing, and the disclosures
contained herein have not been updated to reflect events, results or
developments that have occurred after the Original Filing, or to modify or
update those disclosures affected by subsequent events. Among other things,
forward-looking statements made in the Original Filing have not been revised to
reflect events, results or developments that have occurred or facts that have
become known to us after the date of the Original Filing (other than the
restatement), and such forward-looking statements should be read in their
historical context. This Form 10-QSB/A should be read in conjunction with the
Company's filings made with the SEC subsequent to the Original Filing, including
any amendments to those filings
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
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