What changed in this filing

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Item 1. Business

2020-09-25 compared with 2019-09-30 · 181 added, 190 removed, 141 unchanged (72% of the section changed)

Company was incorporated in the Commonwealth of Virginia on

July 13, 1993 and was a closed-end investment company licensed by the Small Business Administration (the “SBA”)

as a Small Business Investment Corporation (“SBIC”).

The Company previously made equity investments in,

and provided loans to, small businesses to finance their growth, expansion, and development.

Under applicable SBA

regulations, the Company was restricted to investing only in qualified small businesses as contemplated by the Small

Business Investment Act of 1958.

As a registered investment company under the Act, the Company’s

investment objective was to provide its shareholders with a high level of income, with capital appreciation as a secondary

The Company made its first investment in a small business in October 1996.

March 30, 2010, the SBA notified the Company that its account had been transferred to liquidation status and that the

outstanding debentures of $16.1 million plus accrued interest (the “Debentures”) were due and payable within

fifteen days of the date of the letter.

Company was incorporated in the Commonwealth of Virginia on July 13, 1993, and was a closed-end investment company licensed by

the Small Business Administration (the “SBA”) as a Small Business Investment Corporation (“SBIC”).

Company previously made equity investments in and provided loans to small businesses to finance their growth, expansion, and development.

Under applicable SBA regulations, the Company was restricted to investing only in qualified small businesses as contemplated by

the Small Business Investment Act of 1958.

As a registered investment company under the Act, the Company’s investment objective

was to provide its shareholders with a high level of income, with capital appreciation as a secondary objective.

The Company made

its first investment in a small business in October 1996.

March 30, 2010, the SBA notified the Company that its account had been transferred to liquidation status and that the outstanding

debentures of $16.1 million-plus accrued interest (the “Debentures”) were due and payable within fifteen days of the

date of the letter.

The Company did not possess adequate liquid assets to make this payment.

Company negotiated terms of a settlement agreement with the SBA effective September 1, 2010.

The Debentures were

repurchased by the SBA in September 2010, represented by a Note Agreement between the SBA and the Company.

Agreement had a maturity of March 31, 2013.

In the event of a default, the SBA had the ability to seek

receivership.

May 24, 2012 the SBA delivered to the Company a notice of an event of default for failure to meet the principal repayment

schedule under the Note Agreement (the “Notice”).

The Company negotiated terms of a

settlement agreement with the SBA effective September 1, 2010.

The Debentures were repurchased by the SBA in September 2010, represented

by a Note Agreement between the SBA and the Company.

The Note Agreement had a maturity of March 31, 2013.

In the event of a default,

the SBA had the ability to seek receivership.

May 24, 2012, the SBA delivered to the Company a notice of an event of default for failure to meet the principal repayment schedule

under the Note Agreement (the “Notice”).

Under the terms of the Notice and the Note Agreement, the SBA maintained

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November 20, 2013, the SBA filed a complaint in the United States District Court for the Eastern District of Virginia (the “

Court ”) seeking, among other things, receivership for the Company and a judgment in the amount outstanding under

the Note Agreement plus continuing interest.

The complaint alleged that as of October 31, 2013 there remained an outstanding balance

of $11,762,634.58 under the Note Agreement, including interest, which continued to accrue at the rate of $2,021.93 per day.

SBA, in filing the complaint, requested that the District Court take exclusive jurisdiction of the Company and all of its

assets wherever located and appoint the SBA as permanent receiver of the Company for the purpose of liquidating all of

the Company’s assets and satisfying the claims of its creditors in the order of priority as determined by the District

Court ”) seeking, among other things, receivership for the Company and judgment in the amount outstanding under the Note

Agreement plus continuing interest.

The complaint alleged that as of October 31, 2013, there remained an outstanding balance of

$11,762,634.58 under the Note Agreement, including interest, which continued to accrue at the rate of $2,021.93 per day.

the complaint, the SBA requested that the District Court take exclusive jurisdiction of the Company and all of its assets wherever

located and appoint the SBA as permanent receiver of the Company to liquidate all of the Company’s assets and satisfy the

claims of its creditors in the order of priority as determined by the District Court.

May 28, 2014, the District Court entered a Consent Order and Judgment Dismissing Counterclaim, Appointing Receiver, Granting Permanent

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Company, and the SBA designated Charles Fulford as its principal agent to act on its behalf as the receiver (the “Receiver”).

The Order authorized the Receiver to act for the purpose of marshaling and liquidating in an orderly manner all of the Company’s

The Order also served to enter judgment in favor of the United States of America, on behalf of the SBA, against the

Company in the amount of $11,770,722.31.

The Order authorized the Receiver to marshal and liquidate all of the Company’s assets in an orderly manner.

The Order also

served to enter judgment in favor of the United States of America, on behalf of the SBA, against the Company for $11,770,722.

Such amount represented $11,700,000 in principal and $70,722 in accrued interest.

The District Court assumed jurisdiction over the Company and the SBA was appointed Receiver effective May 28, 2014.

Company effectively stopped conducting an active business upon

the appointment of the SBA as Receiver and the commencement of the receivership ordered by the District Court (the “

The District Court assumed jurisdiction over

the Company, and the SBA was appointed Receiver effective May 28, 2014.

Company effectively stopped conducting an active business upon the appointment of the SBA as Receiver and the commencement of

the receivership ordered by the District Court (the “

Receivership ”).

Over the course of the Receivership the activity of the Company was limited to the liquidation of the Company’s

assets by the Receiver and the payment of the proceeds therefrom to the SBA and for the expenses of the Receivership.

SBIC license granted to the Company by the SBA was revoked by the SBA effective March 20, 2017, in conjunction with the

entry by the District Court of the Order Approving the Procedures for Winding Up and Terminating the Receivership Estate.

28, 2017, the Receivership was terminated pursuant to the entry of a Final Order by the District Court further discharged all

claims and obligations of the Company other than the judgment held by SBA (the “

Over the course of the Receivership, the

activity of the Company was limited to the liquidation of the Company’s assets by the Receiver and the payment of the proceeds

therefrom to the SBA and for the expenses of the Receivership.

SBIC license granted to the Company by the SBA was revoked by the SBA effective March 20, 2017, in conjunction with the entry

by the District Court of the Order Approving the Procedures for Winding Up and Terminating the Receivership Estate.

2017, the Receivership was terminated pursuant to the entry of a Final Order by the District Court, further discharged all claims

and obligations of the Company other than the judgment held by SBA (the “

Final Order ”).

to the Final Order the Receiver provided notice to all shareholders of the Company.

The Receiver also initiated separate

contact with the largest shareholders of the Company in an attempt to identify a shareholder willing to assume responsibility

for the control of the Company on behalf of the Company’s shareholders.

Roran Capital, LLC (“Roran”)

was the only shareholder willing to assume such control.

As such, at the direction of the Receiver, paragraph 4 of 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”.

At that time Roran owned 51,000 shares

of the Company which represented 2.7% of the issued and outstanding common stock at that time (and owns 81,000 shares currently

as a result of open market purchases of 30,000 shares on May 17, 2019 made by Roran, which represents 4.2% of the issued and outstanding

shares of the Company at this time).

99% of the equity interests in Roran were at the time, and remain, beneficially owned

by Yitzhak Zelmanovitch.

At the time of the Final Order, the Company had no assets, and a remaining sole liability

owed to the SBA in an amount exceeding $10,000,000.

Prior to the Final

Order, the Receiver provided notice to all shareholders of the Company.

The Receiver also initiated separate contact with the

largest shareholders of the Company in an attempt to identify a shareholder willing to assume responsibility for the control of

the Company on behalf of the Company’s shareholders.

Roran Capital, LLC (“Roran”), was the only shareholder

willing to assume such control.

As such, at the direction of the Receiver, paragraph 4 of 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”.

At that time Roran owned 51,000 shares of the Company

which represented 2.7% of the issued and outstanding common stock at that time (and owns 4,247,666 shares currently which represents

70% of the issued and outstanding shares of the Company at this time).

99% of the equity interests in Roran were at the time,

and remain, beneficially owned by Yitzhak Zelmanovitch.

At the time of the Final Order, the Company had no assets, and a sole

remaining liability owed to the SBA in an amount exceeding $10,000,000.

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

The termination

of the Receivership, and the termination of the power and authority of the Receiver, left the Company with no Board of

Directors and no officers.

It was impossible to convene a shareholders meeting as there were no corporate officers or directors

to provide (i) notice, or (ii) the administrative oversight required for such a meeting.

Upon the advice of former counsel, Roran,

in reliance on and in compliance with the Final Order, sought to appoint a new board of directors (the “

of the Receivership, and the termination of the power and authority of the Receiver, left the Company with no Board of Directors

and no officers.

It was impossible to convene a shareholders meeting as there were no corporate officers or directors to provide

(i) notice, or (ii) the administrative oversight required for such a meeting.

Upon the advice of former counsel, Roran, in reliance

on and in compliance with the Final Order, sought to appoint a new board of directors (the “

New Board ”).

Without a New Board, the Company would be unable to operate as a viable business, and appointment by Roran was the only

manner in which the New Board could be constituted.

a New Board, the Company would be unable to operate as a viable business, and appointment by Roran was the only manner in which

the New Board could be constituted.

expended a good faith effort to seek out qualified third parties to serve on the New Board.

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inherent in serving on the board of a public company, the Company’s lack of financial resources, and the Company’s

loss of its SBIC license, Roran was unable to locate any qualified individuals to serve on the New Board and thus appointed

Zindel Zelmanovitch, the father of Yitzhak Zelmanovitch, as the sole director and officer of the Company.

experienced business person who has previously served as the CEO and director of a public company, thus although related to the

99% owner of Roran, he has objectively acceptable qualifications to serve in this dual position.

Zindel Zelmanovitch has never

owned any shares of stock of the Company and has not been compensated for any of his services as a director or officer

of the Company to date.

his capacity as the sole director and officer of the Company, Zindel Zelmanovitch considered a variety of options for the

Company, including bankruptcy and liquidation, neither of which would have yielded any economic benefit for the Company’s

shareholders.

Thus, Zindel Zelmanovitch negotiated with Roran to provide a loan or loans to fund reasonable expenses of the

Company, on arm’s length terms, so long as progress was being made to reorganize the Company and to identify

either (i) a new business to enter into;

or, (ii) an active business with which to merge or otherwise acquire, which would benefit

from operating as a public entity.

loss of its SBIC license, Roran was unable to locate any qualified individuals to serve on the New Board and thus appointed Zindel

Zelmanovitch, the father of Yitzhak Zelmanovitch, as the sole director and officer of the Company.

Zindel is an experienced business

person who has previously served as the CEO and director of a public company;

thus, although related to the 99% owner of Roran,

he has objectively acceptable qualifications to serve in this dual position.

Zindel Zelmanovitch has never owned any shares of

stock of the Company and has not been compensated for any of his services as a director or officer of the Company to date.

his capacity as the sole director and officer of the Company, Zindel Zelmanovitch considered a variety of options for the Company,

including bankruptcy and liquidation, neither of which would have yielded any economic benefit for the Company’s shareholders.

Thus, Zindel Zelmanovitch negotiated with Roran to provide a loan or loans to fund reasonable expenses of the Company, on arm’s

length terms, so long as progress was being made to reorganize the Company and to identify either (i) a new business to enter

or, (ii) an active business with which to merge or otherwise acquire, which would benefit from operating as a public entity.

The New Board (Zindel Zelmanovitch) has continued to work toward achieving that goal.

no assets and no SBIC license from the SBA, no income, and liabilities in excess of $10,000,000 (which has now been forgiven in

full as stated below), the New Board (Zindel Zelmanovitch) concluded that continuing to operate as a registered investment

company was impossible;

furthermore, the consistent feedback from third parties with which the New Board has sought to consummate

a transaction to commence a new business or acquire or merge a new business into the Company, has been that until the

Company’s Application Pursuant to Section 8(f) of the Investment Company Act of 1940 for an order declaring that the Company

has ceased to be an Investment Company is approved, no such transaction is feasible.

Unresolved Staff Comments.

the entry of the Final Order (June 28, 2017) and the termination of the Receivership, the Company has been maintained for

the benefit of its shareholders and pursuant to, and in compliance with, the Final Order.

The Company has no assets, and

the Company no longer has the SBIC license from the SBA.

The Company is no longer operating as a registered investment

company under the Investment Company Act.

While it would have been possible for the Company to merely dissolve, the

Company has instead decided to endeavor to reconstitute itself as a viable business.

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

The Company has filed 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 under the Investment Company Act so it did not file as

a registered investment company for the period ended June 30, 2017.

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

and has subsequently timely filed all periodic reports on Forms 10-Q and Form 10-K.

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

were owed to Roran rather than the SBA.

Upon purchase, the Company began to accrue interest

that was due under the original terms of the judgment payable.

The statutory interest

rate is 0.094%.

The Company has accrued $163,991 in interest on the judgment payable

as of March 31, 2019.

On May 16, 2019, Roran forgave the entire principal amount and

interest due thereon of $10,609,635.

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.

As a result of the advances made pursuant to the Loan Agreement, the Company has incurred total obligations of

$154,338 as of March 31, 2019.

The Company has extended the maturity date of the note September 19, 2019 and the maximum principal

amount of the note to $200,000.

The use of proceeds of this loan has been and continues to be the payment by the Company of its

reasonable operational expenses payable to third party service providers (consisting solely of third party expenses such as legal,

accounting, transfer agent and edgarization costs, all at the actual cost for such services), and the loan is not a senior

or a secured instrument.

Company is currently authorized to issue twenty five thousand

(25,000) shares of preferred stock, with a par value of $1.00 per share.

With no assets and no SBIC license from

the SBA, no income, and liabilities in excess of $10,000,000 (which has now been forgiven in full as stated below), the New Board

(Zindel Zelmanovitch) concluded that continuing to operate as a registered investment company was impossible;

furthermore, the

consistent feedback from third parties with which the New Board has sought to consummate a transaction to commence a new business

or acquire or merge a new business into the Company has been that until the Company’s Application Pursuant to Section 8(f)

of the Investment Company Act of 1940 for an order declaring that the Company has ceased to be an Investment Company is approved,

no such transaction is feasible.

On April 22, 2020, the SEC issued an order declaring that the Company has ceased to be an investment

As a result the Company is now a reporting company under the Securities Exchange Act of 1934, as amended.

the entry of the Final Order (June 28, 2017) and the termination of the Receivership, the Company has been maintained for the

benefit of its shareholders and pursuant to, and in compliance with, the Final Order.

The Company has no assets, and the Company

no longer has the SBIC license from the SBA.

The Company is no longer operating as a registered investment company under the Investment

While it would have been possible for the Company to merely dissolve, the Company has instead decided to endeavor

to reconstitute itself as a viable business.

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

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

The Company filed a Form 10-K for the period ending

June 30, 2017 and has subsequently timely filed all periodic reports on Forms 10-Q and Form 10-K.

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 were owed to Roran rather than the SBA.

Upon purchase, the Company began to accrue

interest that was due under the original terms of the judgment payable.

The statutory interest rate is 0.094%.

The Company has

accrued $163,991 in interest on the judgment payable as of March 31, 2019.

On May 16, 2019, Roran forgave the entire principal

amount and interest due thereon of $10,609,635.

September 19, 2017, the Company issued a Convertible Promissory Note in an amount up to $150,000 in favor of Roran which was increased

to $200,000 on June 17, 2019 and $250,000 on December 13, 2019 (the “

Note ”).

The Note was issued pursuant to

a Convertible Loan Agreement with Roran (the “

Loan Agreement ”).

All outstanding principal and accrued interest

on the Note is due and payable on the maturity date, which was March 19, 2019 and then extended to September 19, 2019 and then

June 19, 2020 and a further extension is being negotiated.

Amounts borrowed under the Note bear interest at 12% per annum.

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 20 day trailing lowest share price.

As a result of the advances made pursuant to the Loan Agreement,

the Company has has incurred total obligations of $104,838 as of June 30, 2020 (exclusive of accrued interest).The use of proceeds

of this loan has been and continues to be the payment by the Company of its reasonable operational expenses payable to third-party

service providers (consisting solely of third party expenses such as legal, accounting, transfer agent and edgarization costs,

all at the actual cost for such services).

The loan is not a senior or a secured instrument.

Company is currently authorized to issue twenty-five thousand (25,000) shares of preferred stock, with a par value of $1.00 per

There are zero (0) shares of preferred stock issued.

The Company is also authorized to issue ten million (10,000,000) shares of common stock, with a par value of $1.00 per

As of October 29, 2018 and currently, 1,915,548 shares of common stock of the Company were outstanding.

are quoted over the counter with Pink OTC Markets Inc.

The Company is also authorized to issue ten million (10,000,000) shares

of common stock, with a par value of $1.00 per share.

As of June 30, 2020, and currently, 6,082,214 shares of common stock of

the Company were outstanding.

These shares are quoted over the counter with Pink OTC Markets Inc.

under the ticker symbol “WSCC”

and are held by 320 shareholders

of record, as of October 29, 2018 and currently.

and are held by 27 shareholders of record.

The Company does not have any other equity securities outstanding.

Business Strategy and Operations

Company continues to explore options to either (i) enter into a new business;

or, (ii) merge with, or otherwise acquire, an active

business which would benefit from operating as a public entity.

Company continues to explore options to either (i) enter into a new business, or, (ii) merge with, or otherwise acquire, an active

business that would benefit from operating as a public entity.

The New Board continues to search to identify the best possible

candidate(s) in order to provide value to the shareholders of the Company.

The Company believes that it no longer qualifies as

an “investment company”

within the meaning of the Investment Company Act, and has engaged in a strategy to convert

from a registered investment company to an operating company.

The Company has satisfied its filing obligations under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”) for the last fiscal year, and is a mandatory filer under the

Exchange Act.

It will continue to list its common stock on the Pink OTC Markets for the benefit of its shareholders.

of these efforts, the Company is and holds itself out as being engaged primarily in the business of seeking either (i) a new business

to enter into;

On April 22, 2020, the SEC issued an order declaring

that the Company has ceased to be an investment company.

As a result the Company is now a reporting company under the Securities

Exchange Act of 1934, as amended.

The Company has satisfied its filing obligations under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”) for the last fiscal year, and is a mandatory filer under the Exchange Act.

continue to list its common stock on the Pink OTC Markets for the benefit of its shareholders.

As a result of these efforts, the

Company is and holds itself out as being engaged primarily in the business of seeking either (i) a new business to enter into;

or, (ii) merger or acquisition candidates, which would benefit from being public.

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Our business plan is to seek (i) a new business to

or, (ii) acquire assets or shares of an entity actively engaged in business that generates revenues in exchange for

our securities.

or, (ii) acquire assets or shares of an entity actively engaged in the business that generates revenues in exchange

for our securities.

We will not restrict our search to any specific business, industry, or geographical location, and we may participate

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Our principal business objective for the next 12-months and beyond will be to achieve long-term growth potential through either

entry into a new business or a combination with an existing business, rather than immediate, short-term earnings.

entering into a new business or a combination with an existing business, rather than immediate, short-term earnings.

restrict our search for potential candidate target companies to any specific business, industry, or geographical location and,

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conversations with potential merger or acquisition targets, nor have we entered into any definitive agreement with any party.

our efforts to analyze and evaluate a prospective target business, we will consider several factors, including, without limitation,

In our efforts to analyze and evaluate a prospective target business, we will consider several factors, including, without limitation,

the following:

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Our sole officer and director

intends to devote only a very small portion of his time to our affairs, and, accordingly, the consummation of a business combination

intend to devote only a very small portion of his time to our affairs, and, accordingly, the consummation of a business combination

may require a longer time than if he devoted his full time to our affairs.

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The amount of time devoted to our business and affairs may vary significantly

depending upon, among other things, whether we have identified a target business or are engaged in active negotiation of a business

depending upon, among other things, whether we have identified a target business or are engaged in the active negotiation of a

business combination.

anticipate that various prospective target businesses will be brought to our attention from various sources, including securities

1 unchanged sentence

impediments to a business combination or an entry into a new business may arise, such as appraisal rights afforded the shareholders

of a target business under the laws of its state of organization.

This may prove to be deterrent to a particular combination.

of a target business under the laws of its state of the organization.

This may prove to be a deterrent to a particular combination.

way we participate in an opportunity will depend upon the nature of the opportunity, our respective needs and desires as well

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cost for accountants, attorneys, and others.

If a decision is made not to participate in a specific business opportunity, the costs

theretofore incurred in the related investigation would not be recoverable.

Furthermore, even if an agreement is reached for the

participation in a specific business opportunity, the failure to consummate that transaction may result in our loss of the related

costs incurred.

If a decision is made not to participate in a specific business opportunity, the

costs theretofore incurred in the related investigation would not be recoverable.

Furthermore, even if an agreement is reached

for the participation in a specific business opportunity, the failure to consummate that transaction may result in our loss of

the related costs incurred.

the year ended June 30, 2020, we did not engage in any business activities that provided us with positive cash flows.

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The Company, at this time, does not intend to

obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as

the Company has successfully consummated such a merger or acquisition or entered into a new business.

Rather, the Company intends

to borrow money to finance ongoing operations.

the Company intends to no longer operate as a registered investment company though remain as a public company, it will be subject

to the reporting requirements of the Exchange Act, which includes the preparation and filing of periodic, quarterly and annual

reports on Forms 8-K, 10-Q and 10-K.

The Exchange Act specifically requires that any merger or acquisition candidate comply with

all applicable reporting requirements, which include providing audited financial statements to be included within the numerous

filings relevant to complying with the Exchange Act.

obtain funds in one or more private placements to finance the operation of any acquired business opportunity until the Company

has successfully consummated such a merger or acquisition or entered into a new business.

Instead, the Company intends to borrow

money to finance ongoing operations.

Company is no longer a registered investment company though it remains a public company, and will be subject to the reporting

requirements of the Exchange Act, which includes the preparation and filing of periodic, quarterly and annual reports on Forms

8-K, 10-Q, and 10-K.

The Exchange Act specifically requires that any merger or acquisition candidate complies with all applicable

reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant

to comply with the Exchange Act.

Company’s common stock is a “penny stock,”

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The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of

the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny

the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny

stock held in the customer’s account.

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We will assess the need for any copyright, trademark, or patent applications on an ongoing basis.

for Government Approval of Products or Services

are not required to apply for or have any government approval for our products or services.

and Development Costs During the Last Two Years

have not expended funds for research and development costs since inception.

Company will remain an insignificant participant among the firms which engage in the acquisition of business opportunities.

are many established venture capital and financial concerns which have significantly greater financial and personnel resources

are many established venture capital and financial concerns that have significantly greater financial and personnel resources

and technical expertise than the Company.

In view of the Company’s extremely limited financial resources and limited management

Given the Company’s extremely limited financial resources and limited management

availability, the Company will continue to be at a significant competitive disadvantage compared to the Company’s competitors.

Company currently has no employees.

The business of the Company will be managed by its sole officer and director and such officer

and director may join the Company as an employee in the future.

The Company does not anticipate a need to engage any full-time

employees at this time.

It is the sole officer, who is also the director, will manage the business of the Company.

The sole officer and director may join the Company as an employee in the future.

The Company does not anticipate a need to engage

any full-time employees at this time.

Company expects to continue to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K,

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we intend to make our reports, amendments thereto, and other information available, free of charge, on a website for the Company.

At this time, the Company does not maintain a website and there is no estimate for when such a website will be maintained by the

At this time, the Company does not maintain a website, and there is no estimate for when the Company will maintain such a website.

Our corporate offices are located at 140 West 31 st Street, Second Floor, New York, New York, 10001.

Our telephone

number is 212-686-1515.

Our telephone number

is 212-686-1515.

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 1. Business