What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2018-09-05 compared with 2018-04-12 · 139 added, 119 removed, 307 unchanged (46% of the section changed)

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reported on the OTC Pink:

Ended June 30, 2016

Quarter ended September 30, 2015

Second Quarter ended

December 31, 2015

Third Quarter ended

March 31, 2016

Fourth Quarter ended

June 30, 2016

Ended June 30, 2017

Quarter ended September 30, 2016

Second Quarter ended

December 31, 2016

Third Quarter ended

March 31, 2017

Fourth Quarter ended

June 30, 2017

Quarter ended September 30, 2017

Second Quarter

ended December 31, 2017

Third Quarter

ended March 31, 2018

Year Ended June 30, 2017

First Quarter ended September

Second Quarter ended December 31,

Third Quarter ended March 31, 2017

Fourth Quarter ended June 30, 2017

Year Ended June 30, 2018

First Quarter ended September

Second Quarter ended December 31,

Third Quarter ended March 31, 2018

Fourth Quarter ended June 30, 2018

Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions

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Therefore, shareholders may have difficulty selling their securities.

are subject to certain filing requirements and will furnish annual financial reports to our shareholders, audited by our

independent registered public accounting firm, and will furnish un-audited quarterly financial reports in our quarterly

reports filed electronically with the SEC.

are subject to certain filing requirements and will furnish annual financial reports to our shareholders, audited by our independent

registered public accounting firm, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically

with the SEC.

All reports and information filed by us can be found at the SEC website, www.sec.gov.

Company has retained Computershare Investor Services Inc., 1500 Robert-Bourassa Blvd., 7 th Floor, Montreal,

Quebec, H3A 3S8, as its transfer agent.

Company has retained Computershare Investor Services Inc., 1500 Robert-Bourassa Blvd., 7 th Floor, Montreal, Quebec,

H3A 3S8, as its transfer agent.

of Equity Security Holders

of April 12, 2018 we had 320 holders of record of our common stock.

This does not include beneficial owners holding common

stock in street name.

As such, the number of beneficial holders of our shares could be substantially larger than the number of

shareholders of record.

As of September 04, 2018 we had 320

holders of record of our common stock.

This does not include beneficial owners holding common stock in street name.

number of beneficial holders of our shares could be substantially larger than the number of shareholders of record.

have never paid dividends and have no current plans to do so.

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following discussion and analysis of the results of operations and financial condition for the fiscal years ended June 30, 2018

2017 and 2016 should be read in conjunction with our financial statements, and the notes to those financial statements that

are included elsewhere in this Annual Report.

and 2017 should be read in conjunction with our financial statements, and the notes to those financial statements that are included

elsewhere in this Annual Report.

references to “Waterside”, “we”, “our,”

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to the Company by the SBA was revoked by the SBA effective March 20, 2017.

On June 28, 2017 the Receivership was

The Final Order specifically stated that “Control of Waterside shall be unconditionally transferred and returned

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

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

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

On June 28, 2017 the Receivership was terminated.

Final Order specifically stated that “Control of Waterside shall be unconditionally transferred and returned to its shareholders

c/o Roran Capital, LLC (“Roran”) upon notification of entry of this Order.

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

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

With no assets and no SBIC license

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The New Board has continued to work toward achieving that goal.

Company is clearly no longer operating as a registered investment company under the Investment Company Act.

The Company has engaged,

and intends to continue to engage, qualified professionals and personnel in order to bring the Company current in its SEC filings

Roran paid for the Company to file all delinquent SEC filings as a registered investment company.

The Company believes

that as of June 28, 2017 it ceased to be a registered investment company so it did not file as a registered investment

company for the period ended June 30, 2017.

Instead, the Company is filing this Form 10-K for that period.

filing of this 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.

The Company is clearly no longer operating

as a registered investment company under the Investment Company Act.

The Company has engaged, and intends to continue to engage,

qualified professionals and personnel in order to bring the Company current in its SEC filings and audits.

Roran paid for the

Company to file all delinquent SEC filings as a registered investment company.

The Company believes that as of June 28, 2017 it

ceased to be a registered investment company so it did not file as a registered investment company for the period ended June 30,

Instead, the Company filed a Form 10-K for that period, and subsequently has filed all required Forms 10-Q and this Form

10-K in a timely fashion.

The Company also 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.

In response to that filing,

the SEC issued to the Company comments in a letter dated May 16, 2018.

The Company responded to those comments with the filing

of an Amended Application on June 4, 2018.

As of the date of this Annual Statement, the Company has not received any response

from the SEC in regard to the Amended Application.

Accounting Pronouncements

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as a Going Concern

Management assumes that

the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation

of liabilities in the normal course of business.

However, given our current financial position and lack of liquidity, there is

substantial doubt about our ability to continue as a going concern.

Company recognizes revenues when persuasive evidence of an arrangement exists;

delivery has occurred;

price is fixed or determinable;

and, collectability of the related receivable is reasonably assured.

The Company follows the provisions of ASC 605, “Revenue

Recognition”, which includes the guidelines of Staff Accounting Bulletin No.

assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets,

and liquidation of liabilities in the normal course of business.

However, given our current financial position and lack of liquidity,

there is substantial doubt about our ability to continue as a going concern.

Convertible Financial Instruments

The Company bifurcates conversion options

from their host instruments and accounts for them as free standing derivative financial instruments if certain criteria are met.

The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are

not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that

embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable

generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument

with the same terms as the embedded derivative instrument would be considered a derivative instrument.

An exception to this rule

is when the host instrument is deemed to be conventional, as that term is described under 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 issued

by the Company (described in Note 4 to the Financial Statements) 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).

Value of Financial Instruments

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Administrative

for the years ended June 30, 2017 and 2016, respectively, were minimal since there were no operations.

The limited revenue

we had was interest generated from investments.

All of the Company’s revenue generating assets were liquidated as part of

the Receivership.

We expect that the Company will not generate any revenue until we can execute on our plan to enter into a new

business or merge with or otherwise acquire another business.

Even if we are successful in closing such a transaction,

there is still no assurance we will generate any revenue.

there were no operations, revenues for the year ended June 30, 2017 were minimal, and there was no revenue for the year ended

June 30, 2018.

The limited revenue we had was interest generated from investments.

All of the Company’s revenue generating

assets were liquidated as part of the Receivership.

We expect that the Company will not generate any revenue until we can execute

on our plan to enter into a new business or merge with or otherwise acquire another business.

Even if we are successful in closing

such a transaction, there is still no assurance we will generate any revenue.

Company had no direct costs associated with generating revenue as the Company was not conducting any active business.

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expenses for the year ended June 30, 2017 totaled $374,113.

These expenses consisted primarily of $114,707 for agent fees in the Receivership;

the costs of the Receivership;

and, the cost

to maintain the corporate existence of the Company;

and, $100,425 on realized losses on investments.

Total expenses

for the year ended June 30, 2016 totaled $1,717,982.

These expenses consisted primarily of $88,273 for agent fees in

the Receivership;

$1,508,895 of impairment expense and losses on investments;

the costs of the

These expenses consisted primarily of $114,707 for agent fees in the

Receivership;

the costs of the Receivership;

and, the cost to maintain the corporate existence of the Company;

and, $100,425 on

realized losses on investments.

Total expenses for the year ended June 30,

2018 totaled $140,851.

These expenses consisted primarily of legal and accounting and administrative expense to

maintain the Company’s status as a mandatory filer with the SEC;

and, interest expense.

Company had no employees for the years ended June 2018 and June 30, 2017.

Any expenses related to “personnel”

were for professional fees, consultants, and contractors engaged by the receiver to assist with the Receivership.

were for professional fees, consultants, and contractors engaged by the receiver to assist with the Receivership, or maintain

the corporate existence of the Company.

Party Transactions

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Board and Acting Chief Financial Officer:

of June 30, 2017 the Company has no outstanding related party liabilities.

Yitzhak Zelmanovitch

The following amounts were owed to related

parties, affiliated with the CEO and Chairman of the Board, at the dates indicated:

June 30, 2018

Judgment Payable (acquired by Roran from SBA)

Interest on Judgment Payable

Convertible Note Payable (See Note 4)

Interest on Convertible Note Payable

and Capital Resources

had cash and cash equivalents of $4,624 as of June 30, 2018 and a working capital deficit of $10,655,587 as of June 30,

During the fourth quarter of fiscal year 2017 and through the date of this Annual Report, we have faced

an increasingly challenging liquidity situation that has severely hamstrung our ability to execute our operating plan.

no operating business and we generate no revenue.

While we are focused on identifying a new business to enter into, or

merge with or otherwise acquire an operating business, even those activities require capital.

We also need to maintain our corporate

existence and become current in our filings with the SEC.

We will borrow the needed capital from Roran, and seek other sources

There is no assurance that our Company will be able to secure such funding on acceptable (or any) terms.

year ended June 30, 2017 we reported a net loss of $373,921, and had negative cash flows from operating activities

totaling $269,483 for the same period.

Combined with a beginning cash balance of $458,485 as of July 1, 2016, we

had a negative net change in cash during 2017 of $458,485.

This is a consequence of all cash proceeds being used and distributed

through the Receivership, leaving a -0- cash balance when the Receivership ended in June 2017.

of June 30, 2017 we had no assets as the Company has ceased operations.

During the fourth quarter of fiscal year 2018 and through the date of this Annual Report, we have faced an increasingly

challenging liquidity situation that has severely hamstrung our ability to execute our operating plan.

We have no operating business

and we generate no revenue.

While we are focused on identifying a new business to enter into, or merge with or otherwise acquire

an operating business, even those activities require capital.

We also need to maintain our corporate existence and become current

in our filings with the SEC.

We will borrow the needed capital from Roran, and seek other sources for capital.

There is no assurance

that our Company will be able to secure such funding on acceptable (or any) terms.

During the year ended June 30, 2018 we reported

a net loss of $140,851, and had negative cash flows from operating activities totaling ($94,714) for the same period.

Combined with a beginning cash balance of $-0- as of July 1, 2017, we had a positive net change in cash during 2018 of $4,624.

of June 30, 2018 we had assets of cash in the amount of $4,624, and no other assets as the Company has ceased operations.

As of June 30, 2018 we had liabilities of $10,660,211.

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capital, we may have to cease filing the required reports and cease operations completely.

If we obtain additional funds

by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership

of our shareholders will be reduced, shareholders may experience additional dilution, or the equity securities may have rights

preferences or privileges senior to the common stock.

If we obtain additional funds by selling

any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our

shareholders will be reduced, shareholders may experience additional dilution, or the equity securities may have rights preferences

or privileges senior to the common stock.

reflected in the financial statements, the Company had an accumulated deficit at June 30, 2018.

The Company also effectively

ceased business operations in May 2014 upon the appointment of the SBA as receiver and the commencement of the Receivership.

the course of the Receivership, the activity of the Company was limited to the liquidation of the Company assets and the

payment of proceeds to the SBA and the costs of the Receivership.

The Company also effectively ceased

business operations in May 2014 upon the appointment of the SBA as receiver and the commencement of the Receivership.

course of the Receivership, the activity of the Company was limited to the liquidation of the Company assets and the payment of

proceeds to the SBA and the costs of the Receivership.

ability of the Company to continue its operations in the future is dependent on the plans of the Company’s management, which

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will be able to raise any additional capital or acquire a viable entity to continue its business or enter into a new business.

independent registered public accounting firm, in its report for the year ended June 30, 2017 has expressed substantial

doubt about our ability to continue as a going concern.

Our plan regarding these matters is to raise additional debt and/or equity

financing to allow us the ability to cover our current cash flow requirements and meet our obligations as they become due.

can be no assurances that financing will be available or if available, that such financing will be available under favorable terms.

In the event that we are unable to generate adequate revenues to cover expenses and cannot obtain additional financing in the

near future, we may seek protection under bankruptcy laws.

The accompanying financial statements have been prepared on a going

concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

independent registered public accounting firm, in its report for the year ended June 30, 2018 has expressed substantial doubt

about our ability to continue as a going concern.

Our plan regarding these matters is to raise additional debt and/or equity financing

to allow us the ability to cover our current cash flow requirements and meet our obligations as they become due.

no assurances that financing will be available or if available, that such financing will be available under favorable terms.

the event that we are unable to generate adequate revenues to cover expenses and cannot obtain additional financing in the near

future, we may seek protection under bankruptcy laws.

The accompanying financial statements have been prepared on a going concern

basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Sheet Arrangements

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the next twelve months, we anticipate incurring costs related to (i) filing of Exchange Act reports;

and, (ii) identifying

and consummating a transaction with a Business Target.

and, (ii) identifying and

consummating a transaction with a Business Target.

believe we will be able to meet these costs through use of funds borrowed from Roran, or other amounts to be loaned to or invested

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as long as we are seeking and evaluating Business Targets.

June 30, 2017, we had zero (-0-) 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.

June 30, 2018, we had $4,624 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.

a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing

scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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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-K

Item 5. Market for Registrant’s Common Equity