What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2018-09-05 compared with 2018-04-12 · 86 added, 75 removed, 214 unchanged (43% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

Zelmanovitch, our Chief Executive Officer (who is also our Chief Financial Officer), is also our Principal Executive Officer

and Principal Financial Officer.

Zelmanovitch evaluated the effectiveness of our disclosure controls and procedures as

of June 30, 2017.

Zelmanovitch, our Chief Executive Officer (who is also our Chief Financial Officer), is also our Principal Executive Officer and

Principal Financial Officer.

Zelmanovitch evaluated the effectiveness of our disclosure controls and procedures as of June

The term “disclosure controls and procedures,”

as defined in Rule 13a-15(e) under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed

to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act

is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

as defined in Rule 13a-15(e) under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to

ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is

recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of

1 unchanged sentence

controls and procedures.

Based on its evaluation, management concluded as of June 30, 2017 that our disclosure controls

and procedures were not effective because of material weaknesses in our internal control over financial reporting, described below

in Management’s Report on Internal Control Over Financial Reporting.

Notwithstanding the identified material weaknesses,

management believes the financial statements included in this Annual Report on Form 10-K fairly represent in all material respects

our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S.

Based on its evaluation, management concluded as of June 30, 2018 that our disclosure controls and procedures

were not effective because of material weaknesses in our internal control over financial reporting, described below in Management’s

Report on Internal Control Over Financial Reporting.

Notwithstanding the identified material weaknesses, management believes the

financial statements included in this Annual Report on Form 10-K fairly represent in all material respects our financial condition,

results of operations and cash flows at and for the periods presented in accordance with U.S.

Management’s

Report on Internal Control Over Financial Reporting

Zelmanovitch, as our Principal Executive Officer and Principal Financial Officer,

is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in

Rule 13a-15(f) under the Exchange Act.

An evaluation was performed of the effectiveness of the Company’s internal

control over financial reporting.

The evaluation was based on the framework in 2013 Internal Control —

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Zelmanovitch, as our Principal Executive Officer and Principal Financial Officer, is responsible for establishing and maintaining

adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act.

An evaluation

was performed of the effectiveness of the Company’s internal control over financial reporting.

The evaluation was based

on the framework in 2013 Internal Control —

Integrated Framework issued by the Committee of Sponsoring Organizations of

the Treadway Commission (“COSO”).

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

4 unchanged sentences

Integrated Framework , our management concluded

that, as of June 30, 2017 our internal control over financial reporting was not effective because of the identification

of material weaknesses described as follows:

that, as of June 30, 2018 our internal control over financial reporting was not effective because of the identification of material

weaknesses described as follows:

did not have controls designed to validate the completeness and accuracy of underlying data used in the determination of accounting

25 unchanged sentences

and, (iii) may consider appointing outside directors and audit committee members in the future.

has discussed the material weakness noted above with our independent registered public accounting firm.

Due to the nature of this

material weakness, it is reasonably possible that misstatements which could be material to the annual or interim financial

statements could occur that would not be prevented or detected.

Management has discussed the material weaknesses

noted above with our independent registered public accounting firm.

Due to the nature of these material weaknesses,

it is reasonably possible that misstatements which could be material to the annual or interim financial statements could occur

that would not be prevented or detected during our financial close and reporting process.

annual report does not include an attestation report of our registered public accounting firm regarding internal control over

11 unchanged sentences

The Company currently has one individual serving on the Board.

The Company will

seek to fill vacancies on the Board as it executes on its business plan and is able to fund the cost of errors and omissions insurance

The Company will seek to

fill vacancies on the Board as it executes on its business plan and is able to fund the cost of errors and omissions insurance

coverage for the Board.

9 unchanged sentences

From 1982 through October 2000 Mr.

Zelmanovitch was President and a director and stockholder of Freshstart Venture Capital Corp., a public company which was licensed

as an SBA SBIC, which was listed on NASDAQ.

was President and a director and stockholder of Freshstart Venture Capital Corp., a public company which was licensed as an SBA

SBIC, which was listed on NASDAQ.

Zelmanovitch guided Freshstart through its initial public offering;

was eventually sold to Medallion Financial Corp.

the company was eventually

sold to Medallion Financial Corp.

Zelmanovitch received an M.B.A.

degree from C.W.

Post Center of Long Island

University in 1979.

Post Center of Long Island University in

Relationships

38 unchanged sentences

solely upon our review of the Forms 3, 4 and 5 filed during fiscal year ended June 30, 2018, we believe that as of June 30, 2018

30, 2017 our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis

with all Section 16(a) filing requirements.

our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis with all Section

16(a) filing requirements.

Committees and Charters

do not currently have a separately constituted audit committee.

We will consider forming an Audit Committee in 2018 and if appropriate

will commence a search for new qualified board members, one of whom will meet the definition of an “audit committee financial

expert”.

We will consider forming an Audit Committee in fiscal 2019

and if appropriate will commence a search for new qualified board members, one of whom will meet the definition of an “audit

committee financial expert”.

The board of directors will also consider adopting a written audit committee charter.

9 unchanged sentences

Our board of directors plans to adopt a Code of Business Conduct as soon as practicable.

we do not have a formal policy on diversity, our board of directors considers diversity to include the skill set,

background, reputation, type and length of business experience of our board of directors members, as well as, a particular nominee’s

we do not have a formal policy on diversity, our board of directors considers diversity to include the skill set, background,

reputation, type and length of business experience of our board of directors members, as well as, a particular nominee’s

contributions to that mix.

Our board of directors believes that diversity brings a variety of ideas, judgments,

and considerations that can benefit our shareholders and us.

Our board of directors believes that diversity brings a variety of ideas, judgments, and considerations

that can benefit our shareholders and us.

Communications

5 unchanged sentences

of June 30, 2018 and 2017, respectively, there were no outstanding equity awards.

At this time we have no plans to adopt

any equity award program, though that could change in the future.

of June 30, 2015, 2016, and 2017, respectively, there was no director compensation.

At this time we have no plans to compensate

our directors, though that could change in the future.

At this time we have no plans to adopt any equity

award program, though that could change in the future.

the years ended June 30, 2017, and 2018, there was no director

compensation.

At this time we have no plans to compensate our directors, though that could change in the future.

Employment Agreements and Change-in-Control Arrangements

1 unchanged sentence

executive officers is an at-will employee and their employment relationship with us may be terminated at any time.

Zelmanovitch has agreed to work with no remuneration until such time as the Company receives sufficient revenues necessary

to provide management salaries.

Zelmanovitch has agreed to work with no remuneration until such time as the Company receives sufficient revenues necessary to

provide management salaries.

At this time, we cannot accurately estimate when sufficient revenues will occur to implement this

1 unchanged sentence

are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement

at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its

subsidiaries, if any.

at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries,

OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table provides information regarding the beneficial ownership of our common stock as of April 12, 2018, which

is also referred to herein as the “Evaluation Date”, by:

(i) each person or group who is known by us to beneficially

own more than 5% of our common stock;

(ii) each of our current directors;

(iii) each of our named executive officers as set forth

in Item 11 of this Annual Report;

and, (iv) all such directors and executive officers as a group.

The table is based upon information

supplied by our officers, directors and principal shareholders and a review of Schedules 13D and 13G, if any, filed with the SEC.

Unless otherwise indicated in the footnotes to the table and subject to community property laws where applicable, we believe that

each of the shareholders named in the table has sole voting and investment power with respect to the shares indicated as beneficially

The following table provides information regarding

the beneficial ownership of our common stock as of September 04, 2018, which is also referred to herein as the “Evaluation

Date”, by:

(i) each person or group who is known by us to beneficially own more than 5% of our common stock;

our current directors;

(iii) each of our named executive officers as set forth in Item 11 of this Annual Report;

and, (iv) all

such directors and executive officers as a group.

The table is based upon information supplied by our officers, directors and

principal shareholders and a review of Schedules 13D and 13G, if any, filed with the SEC.

Unless otherwise indicated in the footnotes

to the table and subject to community property laws where applicable, we believe that each of the shareholders named in the table

has sole voting and investment power with respect to the shares indicated as beneficially owned.

percentages are based on 1,915,548 shares outstanding as of the Evaluation Date, adjusted as required by rules promulgated by

7 unchanged sentences

and Address of Beneficial Owner

Beneficially Owned

of Total Voting Power

and Named Executive Officers:

executive officers and directors as a group ( persons)

Directors and Named

Executive Officers:

All executive officers and directors

as a group ( persons)

5% Shareholders

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

1 unchanged sentence

sole executive officer and sole director is the father of Yitzhak Zelmanovitch, who is the manager of Roran.

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

As such, all amounts

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”).

11 unchanged sentences

following table provides information regarding the fees billed to us by Haskell & White LLP in the years ended June 30, 2018

30, 2017 and 2016.

All fees described below were approved by Board:

3 unchanged sentences

All Other Fees

Fees include fees for services rendered for the audit of our financial statements, included in our Annual Report on

Fees include fees for services rendered for the audit of our financial statements, included in our Annual Report on Form 10-K.

Related Fess consists of assurance and related services by the independent registered public accounting firm that are reasonably

20 unchanged sentences

Amended and Restated Articles of Incorporation of the Registrant, incorporated by reference to Exhibit 1 to Financial Statements and Exhibits on Form N-5/A as filed with the Securities and Exchange Commission on January 9, 1999.

and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 2 to Financial Statements and Exhibits on Form

N-5/A as filed with the Securities and Exchange Commission on January 9, 1999.

Registrant’s License From the Small Business Administration, incorporated by reference to Exhibit 8 to Financial Statements

and Exhibits on Form N-5/A as filed with the Securities and Exchange Commission on January 9, 1999.

Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 2 to Financial Statements and Exhibits on Form N-5/A as filed with the Securities and Exchange Commission on January 9, 1999.

The Registrant’s License From the Small Business Administration, incorporated by reference to Exhibit 8 to Financial Statements and Exhibits on Form N-5/A as filed with the Securities and Exchange Commission on January 9, 1999.

Loan Agreement dated September 19, 2017 between the Registrant and Roran Capital LLC, incorporated by reference to Exhibit

10.2 to Form 10-Q as filed by the Registrant with the Securities and Exchange Commission on April 26, 2018.

Promissory Note dated September 19, 2017 issued by the Registrant in favor of Roran Capital LLC in an amount up to $150,000,

incorporated by reference to Exhibit 10.3 to Form 10-Q as filed by the Registrant with the Securities and Exchange Commission

on April 26, 2018.

Certification

7 unchanged sentences

order Approving and Confirming The Receiver’s Final Report, Terminating The Receivership And Discharging The Receiver,

as filed in the United States District Court For The Eastern District Of Virginia Norfolk Division on 06-28-2017(*).

as filed in the United States District Court for The Eastern District of Virginia Norfolk Division on 06-28-2017, incorporated

by reference to Exhibit 99.1 to the Registrant’s Form 10-K as filed with the Securities and Exchange Commissions on

April 12, 2018.

to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto shall not be deemed “filed”

5 unchanged sentences

this report to be signed on its behalf by the undersigned, thereunto duly authorized.

April 12, 2018

September 05, 2018

CAPITAL CORPORATION

5 unchanged sentences

of the Board;

September 05, 2018

Executive Officer;

1 unchanged sentence

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 9A. Controls and Procedures