What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2020-09-25 compared with 2019-09-30 · 108 added, 110 removed, 290 unchanged (43% of the section changed)

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a toll-free telephone number for inquiries on disciplinary actions;

significant terms in the disclosure document or in the conduct of trading penny stocks;

significant terms in the disclosure document or the conduct of trading penny stocks;

such other information and is in such form (including language, type, size, and format) as the SEC shall require by rule or

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Therefore, shareholders may have difficulty selling their securities.

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

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

reports filed electronically with the SEC.

All financial statements and information filed by us can be found at the SEC

website, www.sec.gov.

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

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

with the SEC.

All financial statements 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,

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of September 23, 2020, we had 27 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.

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.

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

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Sales of Unregistered Securities

June 8, 2020, the Company issued 4,166,666 shares of its restricted common stock to Roran Capital in satisfaction of $150,000

due under its note to Roran, in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as

of Equity Securities

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uncertainties we face are discussed in more detail under “Risk Factors”

in Part I, Item 1A of this Annual Report or

in the discussion and analysis below.

in Part I, Item 1A of this Annual Report,

or in the discussion and analysis below.

You should, however, understand that it is not possible to predict or identify all risks

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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.

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.

With no assets and no SBIC license

from the SBA, no income, and liabilities in excess of $10,000,000, it became clear to the Company that continuing to operate as

a registered investment company was impossible.

Roran provided assurances that it would fund reasonable expenses of the Company

so long as progress was being made to reorganize the Company and seek a new business to undertake or to merge with an existing

spent and continues to spend its funds to maintain the viability of the Company.

With no assets and no SBIC license from the SBA,

no income, and liabilities in excess of $10,000,000, it became clear to the Company that continuing to operate as a registered

investment company was impossible.

Roran provided assurances that it would fund reasonable expenses of the Company so long as

progress was being made to reorganize the Company and seek a new business to undertake or to merge with an existing business.

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, 2018 nor any subsequent periods.

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

The Company responded to those comments with the filing of an Amended Application on June 4, 2018 and most recently

on August 26, 2019.

As of the date of this Annual Statement, the Company has not received any response from the SEC in regard

to the Amended Application.

Company filed a Form 10-K for the period ended June 30, 2017 and subsequently has filed all required Forms 10-Q and Forms 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.

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.

Accounting Pronouncements

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Unless otherwise discussed

herein, management of the Company has determined that these recent accounting pronouncements will not have a material impact on

the financial position or results of operations of the Company.

herein, the management of the Company has determined that these recent accounting pronouncements will not have a material impact

on the financial position or results of operations of the Company.

Accounting Policies

Accounting Policies and Significant Judgments and Estimates

management’s discussion and analysis of our financial condition and results of operations is based on our financial statements

which we have been prepared in accordance with U.S.

management’s discussion and analysis of our financial condition and results of operations are based on our financial statements,

which we have been prepared in accordance with the U.S.

generally accepted accounting principles.

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in facts and circumstances, historical experience, and reasonable assumptions.

After such evaluations, if deemed appropriate, those

estimates are adjusted accordingly.

After such evaluations, if deemed appropriate,

those estimates are adjusted accordingly.

results could differ from those estimates.

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as a Going Concern

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.

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

and liquidation of liabilities in the ordinary course of business.

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

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assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”)

carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more

likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance.

carryforwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely

than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance.

Management made this assumption based on (a) the Company has incurred recurring losses and presently has no revenue-producing

business, , (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by

way of a public or private offering, among other factors.

business, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way

of a public or private offering, among other factors.

of Operations

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Total expenses

Net Income (Loss)

there were no operations, revenues for the year ended June 30, 2018 were none, and there was no revenue for the year ended June

There was a gain from extinguishment of the Roran debt of $10,584,254 which is OFFSET

by NOLs to limit our taxable income.

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.

Net Loss (Income)

there were no operations, the Company did not generate any revenues for the year ended June 30, 2020, and 2019.

However, for the

year ended June 30, 2019, there was a gain from extinguishment of the Roran debt of $10,584,254, which is offset by NOLs to limit

the Company’s taxable income.

As part of the Receivership, all of the Company’s revenue-generating assets were liquidated.

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 did not conduct any active business;

therefore, the Company had no direct costs associated with generating revenue.

expenses for the year ended June 30, 2019, totaled $158,529.

These expenses consisted primarily of legal and accounting and administrative

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

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

and, interest expense.

expenses for the year ended June 30, 2019 totaled $158,529 These expenses consisted primarily of legal and accounting and administrative

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

expenses for the year ended June 30, 2020, totaled $128,467.

These expenses consisted primarily of legal and accounting and administrative

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

and, interest expense.

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Any expenses related to “personnel”

were for professional fees, consultants, and contractors engaged to maintain the corporate existence of the Company.

were for professional fees, consultants, and contractors engaged in maintaining the corporate existence of the Company.

Party Transactions

following individuals and entities have been identified as related parties based on their affiliation with the Chairman of the

Board and Acting Chief Financial Officer:

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

Company has identified the following individuals and entities as related parties based on their affiliation with the Chairman

of the Board and Acting Chief Financial Officer:

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

June 30, 2020

Convertible Note Payable (See Note 4 of the accompanying financial

Convertible Note Payable (See Note 3 of the accompanying financial statements)

Interest on Convertible Note Payable

and Capital Resources

had cash and cash equivalents of $8,993 as of June 30, 2019 and a working capital deficit of $183,195 as of June 30, 2019.

the fourth quarter of fiscal year 2019 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 seek to 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, 2019 we reported

a net loss of $158,529 (not taking into account the extinguishment of debt income), and had negative cash flows from operating

activities totaling ($94,714) for the same period.

Combined with a beginning cash balance of $4,624 as of July 1, 2018, we had

a positive net change in cash during 2018 of $4,368.

of June 30, 2019 we had assets of cash in the amount of $8,993, and no other assets as the Company has ceased operations.

June 30, 2020, and 2019, we had cash and cash equivalents of $12,625 and $8,993, respectively.

On June 30, 2020, and 2019, we

have a working capital deficit of $121,662 and $183,195, respectively.

For the year ended June 30, 2020, 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.

need to maintain our corporate existence and remain current in our filings with the SEC.

We will seek to 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, 2020, and 2019, we reported a net loss from operations of $128,467 and $158,529

(excluding the non-cash extinguishment of debt income), respectively.

had negative cash flows from operating activities totaling $56,368 for the period ending June 30, 2020.

Combined with a beginning

cash balance of $8,993 as of July 1, 2019, and $60,000 proceeds from the convertible note, we had a positive net increase in cash

during 2020 of $3,632.

of June 30, 2020, we had assets of cash of $12,625 and no other assets.

As of June 30, 2020, we had liabilities of $134,287.

The Company’s accumulated deficit was $17,685,223.

Company’s accumulated deficit was $17,813,690.

the Company can enter into or acquire a viable business and attract additional investment, the future of the Company operating

as a going concern is in serious doubt.

are obligated to file annual, quarterly and current reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended

(the “Exchange Act”).

In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently

implemented by the SEC and the Public Company Accounting Oversight Board have imposed various requirements on public companies,

including requiring changes in corporate governance practices.

We expect these rules and regulations to increase our legal and

financial compliance costs and to make some activities of ours more time- consuming and costly.

In order to meet the needs to

comply with the requirements of the Securities Exchange Act, we will need investment of capital.

as a going concern is in substantial doubt.

are obligated to file annual, quarterly, and current reports with the SEC pursuant to the Securities Exchange Act of 1934, as

amended (the “Exchange Act”).

In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules

subsequently implemented by the SEC and the Public Company Accounting Oversight Board have imposed various requirements on public

companies, including requiring changes in corporate governance practices.

We expect these rules and regulations to increase our

legal and financial compliance costs and to make some activities of ours more time- consuming and costly.

In order to meet the

needs to comply with the requirements of the Securities Exchange Act, we will need the investment of capital.

has determined that additional capital will be required in the form of equity or debt securities.

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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

will include the raising of capital through debt and/or equity markets, until such time that funds provided by operations are

sufficient to fund working capital requirements and the acquisition of a viable business.

business operations in May 2014 upon the appointment of the SBA as the 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.

ability of the Company to re-commence its operations in the future is dependent on the plans of the Company’s management,

which will include the raising of capital through debt and/or equity markets, until such time that funds provided by operations

are sufficient to fund working capital requirements and the acquisition of a viable business.

The Company may need to incur additional

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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.

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 ordinary course of business.

Sheet Arrangements

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We have no operating business, and conduct minimal operations necessary to meet regulatory requirements.

Our ability to commence any operations is contingent upon obtaining adequate financial resources.

Our ability to re-commence any operations is contingent upon obtaining adequate financial resources.

are not currently engaged in any business activities that provide cash flow.

The costs of investigating and analyzing business

combinations for the next 12 months and beyond such time will be paid with money borrowed from Roran.

combinations for the next 12 months and beyond such time will be paid with money borrowed from Roran, should negotiations with

Roran on an extension of the Roran Note be successful.

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

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In the alternative, a business combination may involve

the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish

the acquisition of, or a merger with, a company which does not need substantial additional capital, but which desires to establish

a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of

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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