What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2020-09-25 compared with 2019-09-30 · 47 added, 30 removed, 261 unchanged (23% of the section changed)

58 unchanged sentences

Plan for Material Weaknesses in Internal Control over Financial Reporting

of the Company is committed to improving its internal controls and subject to sufficient financial resources being available

will (i) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting

and finance responsibilities;

(ii) increase the frequency of independent reconciliations of significant accounts which will mitigate

the lack of segregation of duties until there are sufficient personnel;

and, (iii) may consider appointing outside directors and

audit committee members in the future.

of the Company is committed to improving its internal controls and subject to sufficient financial resources being available will

(i) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance

responsibilities;

(ii) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack

of segregation of duties until there is sufficient personnel;

and, (iii) may consider appointing outside directors and audit committee

members in the future.

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

these material weaknesses, it is reasonably possible that misstatements that 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.

103 unchanged sentences

of June 30, 2020 and 2019, 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.

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, 2020, and 2019, there was no director compensation.

31 unchanged sentences

ownership of any other person.

and Address of Beneficial Owner

Name and Address of Beneficial Owner

Percentage of

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

Roran Capital LLC

140 West 31 st Street

New York, NY 10001

Great Neck Road 1272-384

Virginia Beach, VA 23454

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

2 unchanged sentences

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

all amounts due under the outstanding judgment payable were now owed to Roran rather than the SBA.

satisfied the judgment in full on May 16, 2019 as Roran agreed to forgive the judgment.

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 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

On June 17, 2019, the Company amended its Loan Agreement and Promissory Note with Roran Capital as follows:

total amount to be loaned was increased to $200,000, and (ii) the maturity date was extended to September 19, 2019 and a further

extension is being negotiated.

As such, all amounts

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

Waterside satisfied the judgment in full

on May 16, 2019 as Roran agreed to forgive the judgment.

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 share price.

June 8, 2020, Roran Capital converted $124,500 principal amount of its promissory note with Waterside Capital Corporation (the

“Company”) and $25,500 of accrued and unpaid interest thereon, totaling $150,000, into 4,166,666 shares of Company

Common Stock at the stated conversion price per share of $0.036.

The remaining balance due on the promissory note, as of the

conversion date, was $104,838 in principal and $19,988 in interest, and the Company has not yet amended its Loan Agreement

and Promissory Note with Roran Capital to extend the maturity date, which expired on June 19, 2020.

are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has

4 unchanged sentences

following table provides information regarding the fees billed to us by Haskell & White LLP in the years ended June 30, 2020,

All fees described below were approved by Board:

the years ended June 30

Related Fees (2)

Other Fees (4)

All fees described below were approved by the Board:

For the years ended June 30

Audit Fees (1)

Audit Related Fees (2)

All Other Fees (4)

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

32 unchanged sentences

Final 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, 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.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2019.

by reference from the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2019.

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

16 unchanged sentences

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