SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO.: 0-52356
Date of Report: February 8, 2008
SEAWAY VALLEY CAPITAL 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.)
10-18 Park Street, 2d Floor, Gouverneur, NY 13642
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(Address of principal executive offices) (Zip Code)
(315) 287-1122
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(Registrant's telephone number including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
__ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Change in Registrant's Certifying Accountant
On February 8, 2008, the Board of Directors of Seaway Valley Capital
Corporation ("Seaway Valley Capital") dismissed Rosenberg Rich Baker Berman &
Company, P.A. ("Rosenberg Rich") from its position as Seaway Valley Capital's
independent registered public accounting firm.
The audit report of Rosenberg Rich on Seaway Valley Capital's financial
statements for the period from inception, January 14, 2006, through December 31,
2006 contained an explanatory paragraph expressing substantial doubt about
Seaway Valley Capital's ability to continue as a going concern. The audit report
of Rosenberg Rich for the period from inception, January 14, 2006, through
December 31, 2006 did not contain any other adverse opinion or disclaimer of
opinion or qualification other than the explanatory paragraph noted above.
Rosenberg Rich did not, during the applicable periods, advise Seaway Valley
Capital of any of the enumerated items described in Item 304(a)(1)(iv) of
Regulation S-B.
Seaway Valley Capital and Rosenberg Rich have not, during Seaway Valley
Capital's two most recent fiscal years or any subsequent period through the date
of dismissal, had any disagreement on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to Rosenberg Rich's satisfaction, would have
caused Rosenberg Rich to make reference to the subject matter of the
disagreement in connection with its reports.
Seaway Valley Capital has requested Rosenberg Rich to furnish a letter
addressed to the Securities and Exchange Commission stating whether or not
Rosenberg Rich agrees with the statements in this 8-K. A copy of that letter is
filed as exhibit 16 to this 8-K.
On February 8, 2008, Seaway Valley Capital retained the firm of Dannible &
McKee, LLP to audit Seaway Valley Capital's financial statements for the year
ended December 31, 2007. Dannible & McKee rendered an audit report on the
financial statements of Wisebuys Stores, Inc. for the years ended January 31,
2007 and 2006 that was included in a current report on Form 8-K filed by Seaway
Valley Capital. Dannible & McKee also rendered an audit report on the financial
statements of Patrick Hackett Hardware Company, Inc. for the year ended December
31, 2006 and the nine months ended September 30, 2007 that was included in a
current report on Form 8-K filed by Seaway Valley Capital. However, at no time
during the past two fiscal years or any subsequent period did Seaway Valley
Capital consult with Dannible & McKee, LLP regarding any matter of the sort
described above with reference to Rosenberg Rich, any issue relating to the
financial statements of Seaway Valley Capital, or the type of audit opinion that
might be rendered for Seaway Valley Capital.
Item 9.01 Financial Statements and Exhibits
Exhibits
16 Letter from Rosenberg Rich Baker Berman & Company, P.A.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 8, 2008 SEAWAY VALLEY CAPITAL CORPORATION
By: /s/ Thomas Scozzafava
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Thomas Scozzafava
Chief Executive Officer
February 8, 2008
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Seaway Valley Capital Corporation
To Whom It May Concern:
We have read the statements that we understand Seaway Valley Capital Corporation
will include under Item 4 of the Form 8-K report it will file regarding the
recent change of auditors. We agree with such statements made regarding our
firm. We have no basis to agree or disagree with other statements made under
Item 4.
Yours truly,
/s/Rosenberg Rich Baker Berman & Co.
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