What changed in this filing

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Item 1. Financial Statements

2018-06-06 compared with 2018-05-11 · 107 added, 115 removed, 562 unchanged (28% of the section changed)

CAPITAL CORPORATION

of December 31, 2017 (Unaudited) and June 30, 2017

of March 31, 2018 (Unaudited) and June 30, 2017

June 30, 2017

March 31, 2018

LIABILITIES & EQUITY

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Accumulated Deficit

(27,970,097 )

(28,053,854 )

(10,574,869 )

(10,615,162 )

TOTAL LIABILITIES & EQUITY

2 unchanged sentences

OF OPERATIONS

the Three and Six Months Ended December 31, 2017 and 2016

the Three and Nine Months Ended March 31, 2018 and 2017

Three Month Periods Ended

Six Month Periods Ended

Nine Month Periods Ended

Interest - Other

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Total Expense

Average Number of Common Shares Outstanding –

Weighted Average Number of Common Shares Outstanding –

Basic and Diluted

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OF CASH FLOWS

For the Six Months Ended December 31, 2017

OPERATING ACTIVITIES

Adjustments to reconcile Net Loss

to net cash used by operations:

Loss on investments

Amortization of interest

Changes in assets and liabilities

Accounts Payable

Accrued Interest Payable

Net cash Used by Operating Activities

INVESTING ACTIVITIES

Proceeds from sale of investments

Net cash provided by investing

FINANCING ACTIVITIES

Proceeds from note payable from Roran Capital

Net cash provided by Financing

Net cash increase(decrease) for period

Cash at beginning of period

Cash at end of period

Supplemental Non-Cash Investing and Financing Activities

Intrinsic value of embedded beneficial conversion

option on convertible note payable

the Nine Months Ended March 31, 2018 and 2017

to reconcile Net Loss to net cash used by operations:

on investments

in assets and liabilities

Interest Payable

cash Used by Operating Activities

from sale of investments

cash provided by investing activities

from note payable from Roran Capital

cash provided by Financing Activities

cash increase(decrease) for period

at beginning of period

at end of period

Non-Cash Investing and Financing Activities

value of embedded beneficial conversion option on convertible note payable

the accompanying Notes, which are an integral part of these unaudited Financial Statements

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and returned to its shareholders c/o Roran Capital, LLC (“Roran”) upon notification of entry of this Order”.

Upon termination of the Receivership, Roran took possession of all books and records made available to it by the SBA, and

Roran expended, and has continued to expend, its own funds to maintain the viability of the Company.

Upon termination of the Receivership, Roran took possession of all books and records made available to it by the SBA, and Roran

expended, and has continued to expend, its own funds to maintain the viability of the Company.

Company has no assets of any value, and the Company no longer has the SBIC license from the SBA.

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cash requirements and to assist the Company in its efforts to become a current SEC reporting company.

For further discussion

of the advances made by Roran, see the section titled “Notes Payable”.

For further discussion of

the advances made by Roran, see the section titled “Notes Payable”.

a result of the aforementioned factors, management has concluded that there is substantial doubt about our ability to continue

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Our unaudited financial statements as of and for the three

and six months ended December 31, 2017 do not contain any adjustments for this uncertainty.

In response to our Company’s

cash needs, we raised funding as described in our notes that follow.

Any additional amounts raised will be used for our future

investing and operating cash flow needs.

However, there can be no assurance that we will be successful in raising additional amounts

of financing.

and nine months ended March 31, 2018 do not contain any adjustments for this uncertainty.

In response to our Company’s cash

needs, we raised funding as described in our notes that follow.

Any additional amounts raised will be used for our future investing

and operating cash flow needs.

However, there can be no assurance that we will be successful in raising additional amounts of

CAPITAL CORPORATION

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preparation of financial statements in conformity with accounting principles generally accepted in the United States of America

(“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts

of revenues and expenses during the reporting periods.

(“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues

and expenses during the reporting periods.

significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached

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applicable GAAP.

When the Company has determined that the

embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value

of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock

at the commitment date of the transaction and the effective conversion price embedded in the instrument.

Beneficial conversion feature –

The issuance of the convertible debt described in Note

3, generated a beneficial conversion feature (“BCF”), which arises when a debt or equity security is issued with an

embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an

effective strike price that is less than the market price of the underlying stock at the commitment date.

The Company recognized

the BCF by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon

conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per

share on the commitment date, resulting in a discount on the convertible debt (recorded as a component of additional paid in capital).

the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts

are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the

fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded

in the instrument.

conversion feature –

The issuance of the convertible debt described in Note 3, generated a beneficial conversion feature

(“BCF”), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial

to the investor or in the money at inception because the conversion option has an effective strike price that is less than the

market price of the underlying stock at the commitment date.

The Company recognized the BCF by allocating the intrinsic value

of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference

between the effective conversion price per share and the fair value of common stock per share on the commitment date, resulting

in a discount on the convertible debt (recorded as a component of additional paid in capital).

Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure

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not yet effective will not have a material impact on our financial position or results of operations upon adoption.

WATERSIDE CAPITAL CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

December 31, 2017

CAPITAL CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

NOTES PAYABLE

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June 28, 2017, the Receivership was terminated and a final order entered by the Court provided Roran with control of the Company.

As of December 31, 2017 and June 30, 2017, the Company’s outstanding judgment payable totaled $10,427,300, and interest

payable totaled $147,569.

As of March 31, 2018 and June 30, 2017, the Company’s outstanding judgment payable totaled $10,427,300, and interest payable

totaled $147,569.

Company’s outstanding judgment payable owed to the SBA was purchased by Roran from the SBA in July 2017.

1 unchanged sentence

due under the outstanding judgment payable are now owed to Roran rather than the SBA.

September 19, 2017, the Company entered into a Convertible Loan Agreement with Roran

(the “Loan Agreement”).

Pursuant to the Loan Agreement, Roran agreed to loan

to the Company an amount not to exceed a total of $150,000 in principal over 18-months.

Each advance under the Loan Agreement will be documented under a Convertible Promissory

Note issued by the Company in favor Roran (the “Note”).

The Note bears interest

at the rate of 12% per annum and is due in 18-months.

Roran has the right to convert

all or any portion of the Note into shares of the Company’s common stock at a conversion

price equal to 60% of the share price.

September 19, 2017, the Company entered into a Convertible Loan Agreement with Roran (the “Loan Agreement”).

to the Loan Agreement, Roran agreed to loan to the Company an amount not to exceed a total of $150,000 in principal over 18-months.

Each advance under the Loan Agreement will be documented under a Convertible Promissory Note issued by the Company in favor of

Roran (the “Note”).

The Note bears interest at the rate of 12% per annum and is due in 18-months.

Roran has the

right to convert all or any portion of the Note into shares of the Company’s common stock at a conversion price equal to

60% of the share price.

CAPITAL CORPORATION

1 unchanged sentence

As a result of the advance made pursuant to

the Loan Agreement, the Company has incurred total obligations of $49,338 as of December 31, 2017.

The Company recorded

a BCF due the conversion option of $26,799, and the unamortized balance at December 31, 2017 is $23,605.

the Loan Agreement, the Company has incurred total obligations of $74,338 as of March 31, 2018.

The Company recorded a

BCF due the conversion option of $43,464, and the unamortized balance at March 31, 2018 is $32,214.

The amount is

netted against the note payable balance as a debt discount with the corresponding entry to additional paid-in capital.

debt discount has been amortized as interest expense through the maturity date in March 2019.

discount has been amortized as interest expense through the maturity date in March 2019.

4 - INVESTMENTS AND NOTES RECEIVABLE

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of the Board:

Yitzhak Zelmanovitch

following amounts were owed to related parties, affiliated with the CEO and Chairman of the Board, at the dates indicated:

December 31, 2017

March 31, 2018

Judgment Payable (acquired by Roran from SBA)

Accrued Interest on Judgment Payable

Convertible Note Payable (Note 3)

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except as required by law.

following discussion of the results of operations for the three and six months ended December 31, 2017 and 2016, respectively,

following discussion of the results of operations for the three and nine months ended March 31, 2018 and 2017, respectively,

should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere

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Instead, the Company filed a Form 10-K for that period.

Prior to the filing of that

10-K, the Company filed with the SEC an Application pursuant to Section 8(f) of the Investment Company Act of 1940 for an

order declaring that the Company has ceased to be a registered investment company.

Prior to the filing of that 10-K,

the Company filed with the SEC an Application pursuant to Section 8(f) of the Investment Company Act of 1940 for an order declaring

that the Company has ceased to be a registered investment company.

Accounting Pronouncements

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results could differ from those estimates.

our significant accounting policies are described in more detail in Note 2 of our annual financial statements included in this

Quarterly Report, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation

of our financial statements:

our significant accounting policies are referenced in Note 2 of our annual financial statements included in this Quarterly

Report, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of

our financial statements:

as a Going Concern

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of a public or private offering, among other factors.

of the Three Months Ended December 31, 2017 and 2016

the three months ended December 31, 2017 and December 31, 2016, respectively, the Company did not have any operations and therefore

of the Three Months Ended March 31, 2018 and 2017

the three months ended March 31, 2018 and March 31, 2017, respectively, the Company did not have any operations and therefore

there were no revenues.

3 unchanged sentences

Professional fees totaled

$18,990 for the three months ended December 31, 2017 compared to approximately $53,921 for the three months ended

December 31, 2016.

The decrease of $34,931 was primarily due to less activity in the current period as the prior comparable

period was under the control of the Receiver and the Company was still in the process of liquidating its investments.

$25,842 for the three months ended March 31, 2018 compared to $66,001 for the three months ended March

The decrease of $40,159 was primarily due to less activity in the current period as the prior comparable period

was under the control of the Receiver and the Company was still in the process of liquidating its investments.

We reported a net loss

of $23,037 during the three months ended December 31, 2017 compared to a net loss of $53,921 in the comparable period

of $35,358 during the three months ended March 31, 2018 compared to a net loss of $66,001 in the comparable period

The decrease was due to no investment activity.

of the Six Months Ended December 31, 2017 and 2016

the six months ended December 31, 2017 and December 31, 2016, respectively, the Company did not have any operations and therefore

there were no revenues.

Expenses during the six months ended December 31, 2016 were limited to the Company liquidating its assets

through the Receivership.

Expenses during the same period ended December 31, were limited to maintaining the Company in good standing

of the Nine Months Ended March 31, 2018 and 2017

the nine months ended March 31, 2018 and March 31, 2017, respectively, the Company did not have any operations and therefore there

were no revenues.

Expenses during the nine months ended March 31, 2017 were limited to the Company liquidating its assets through

the Receivership.

Expenses during the same period ended March 31, 2018 were limited to maintaining the Company in good standing

and becoming current in its filing obligations with the SEC.

and Unrealized Loss on Investments

During the six months

ended December 31, 2017, the Company had no remaining investment assets and therefore did not have any gain or loss activity.

For the comparable prior period ended December 31, 2016, the Company liquidated its remaining investment assets under the Receivership

During the nine months

ended March 31, 2018, the Company had no remaining investment assets and therefore did not have any gain or loss activity.

the comparable prior period ended March 31, 2017, the Company liquidated its remaining investment assets under the Receivership

and recognized losses of $100,425.

Administrative Expense

Administrative

Professional fees totaled $69,593 for

the six months ended December 31, 2017 compared to $96,632 for the six months ended December 31, 2016.

the nine months ended March 31, 2018 compared to $162,633 for the nine months ended March 31, 2017.

The decrease of $93,040

$52,881 was primarily due to less activity in the current period as the prior comparable period was under the control of

the Receiver and the Company was still in the process of liquidating its investments.

was primarily due to less activity in the current period as the prior comparable period was under the control of the Receiver

and the Company was still in the process of liquidating its investments.

We reported a net loss of $83,757 during

the six months ended December 31, 2017 compared to a net loss of $197,057 in the comparable period of 2016.

the nine months ended March 31, 2018 compared to a net loss of $263,058 in the comparable period of 2017.

was primarily due to no investment activity in the current period.

and Capital Resources

have incurred recurring operating losses and negative operating cash flows in 2017 and through December 31, 2017, and we expect

to continue to incur operating losses and negative operating cash flows at least through the near future.

have incurred recurring operating losses and negative operating cash flows in 2017 and through March 31, 2018, and we expect to

continue to incur operating losses and negative operating cash flows at least through the near future.

We have obtained funding

through a convertible loan facility of up to $150,000 in order to partially meet our most critical cash requirements.

through a convertible loan facility of up to $150,000 in order to partially meet our most critical cash requirements, and of

this amount, we have drawn $74,338 as of March 31, 2018.

a result of the aforementioned factors, management has concluded that there is substantial doubt about our ability to continue

3 unchanged sentences

Our financial statements as of and for the three months ended

December 31, 2017 do not contain any adjustments for this uncertainty.

In response to our Company’s cash needs, we raised

funding as described in our financial statements.

Any additional amounts raised will be used for our future investing and operating

cash flow needs.

March 31, 2018 do not contain any adjustments for this uncertainty.

In response to our Company’s cash needs, we raised funding

as described in our financial statements.

Any additional amounts raised will be used for our future investing and operating cash

However, there can be no assurance that we will be successful in raising additional amounts of financing.

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as long as we are seeking and evaluating Business Targets.

At December 31, 2017,

we had only $8,065 cash on hand.

Since we have no revenue or plans to generate any revenue, we will be dependent upon loans

to fund losses incurred in excess of our cash.

March 31, 2018, we had only $7,590 cash on hand.

Since we have no revenue or plans to generate any revenue, we will be dependent

upon loans to fund losses incurred in excess of our cash.

Sheet Arrangements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements