What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-02-16 compared with 2020-11-12 · 140 added, 119 removed, 600 unchanged (30% of the section changed)

FINANCIAL STATEMENTS

CAPITAL CORPORATION

of June 30, 2020 and September 30, 2020 (Unaudited)

WATERSIDE CAPITAL CORPORATION

BALANCE SHEETS

As of June 30, 2020 and December 31, 2020 (Unaudited)

June 30, 2020

September 30, 2020

LIABILITIES & STOCKHOLDERS EQUITY

December 31, 2020

LIABILITIES & EQUITY

Current Liabilities

2 unchanged sentences

Accrued Interest Payable

Total Other Current Liabilities

Total Current Liabilities

Total Liabilities

Stockholders Equity

Common Stock $1.00 par value, 10,000,000 authorized, 6,082,214 shares issued and outstanding

Additional Paid-In Capital

Accumulated Deficit

Acccumulated Deficit

(17,813,690 )

(17,887,624 )

Total Stockholders Equity

TOTAL LIABILITIES & STOCKHOLDERS EQUITY

TOTAL LIABILITIES & EQUITY

the accompanying Notes, which are an integral part of these unaudited Financial Statements

CAPITAL CORPORATION

OF OPERATIONS

the Three Months Ended September 30, 2020 and 2019

WATERSIDE CAPITAL CORPORATION

STATEMENTS OF OPERATIONS

For the Three and Six Months Ended December 31, 2020 and 2019

Three Months Periods Ended

September 30,

Six Months Periods Ended

Interest - Other

Administrative Expenses

1 unchanged sentence

Total Expense

Net Loss from Operations

Weighted Average Number of Common Shares Outstanding- Basic and Diluted

1 unchanged sentence

the accompanying Notes, which are an integral part of these unaudited Financial Statements

CAPITAL CORPORATION

WATERSIDE CAPITAL CORPORATION

of Stockholders’

the Three Months Ended September 30, 2020 and 2019

For the three and six months ended December 31, 2020 and 2019 (Unaudited)

($1 Par Value)

5 unchanged sentences

(17,848,939 )

Beneficial conversion feature

Net Loss for the period

Balance at December 31, 2020

(17,887,624 )

Balance at June 30, 2019

4 unchanged sentences

(17,720,680 )

Beneficial conversion feature

Net Loss for the period

Balance at December 31, 2019

$ (17,747,575 )

the accompanying Notes, which are an integral part of these unaudited Financial Statements

CAPITAL CORPORATION

OF CASH FLOWS

the three Months Ended September 30, 2020 and 2019

WATERSIDE CAPITAL CORPORATION

STATEMENTS OF CASH FLOWS

For the Six Months Ended December 31, 2020 and 2019

OPERATING ACTIVITIES

Adjustments to reconcile Net loss to net cash used in operations:

Adjustments to reconcile Net Loss to net cash used by operations:

Changes in assets and liabilities

Debt Discount

1 unchanged sentence

Accrued Interest Payable

Net cash used in Operating Activities

Net cash used by Operating Activities

FINANCING ACTIVITIES

Proceeds from convertible Note payable - from Roran Capital

Proceeds from note payable from Roran Capital

Net cash provided by Financing Activities

Net cash increase for period

Net cash (decrease) increase for period

Cash at beginning of period

1 unchanged sentence

Supplemental Non-Cash Investing and Financing Activities:

Intrinsic value of embedded beneficial conversion option on convertible note payable

Intrinsic value of embedded beneficial conversion feature on convertible note payable

the accompanying Notes, which are an integral part of these unaudited Financial Statements

58 unchanged sentences

Operating results

for the three months ended September 30, 2020, are not necessarily indicative of the results that may be expected for the year

ending June 30, 2021.

for the three and six months ended December 31, 2020, are not necessarily indicative of the results that may be expected for the

year ending June 30, 2021.

For further information, refer to the audited financial statements and notes for the year ended June

13 unchanged sentences

critical cash requirements.

The Company’s note payable to Roran, and related accrued interest, was due upon maturity in

June 2020 and the parties have agreed to extend maturity to December 31, 2020.

The Company does not presently possess sufficient

resources to satisfy its obligations.

The Company’s note payable to Roran, and related accrued interest, was due upon maturity on

December 31, 2020 and no maturity extension has been granted to date.

The Company does not presently possess sufficient resources

to satisfy its obligations.

For further discussion of the advances made by Roran, see Notes 3 and 4.

December 2019, a novel coronavirus disease (“COVID-19”) was initially reported, and in March 2020, the World Health

Organization characterized COVID-19 as a pandemic.

COVID-19 has had a widespread and detrimental effect on the global economy

as a result of the continued increase in the number of cases and affected countries and actions by public health and governmental

authorities, businesses, other organizations, and individuals to address the outbreak, including travel bans and restrictions,

quarantines, shelter in place, stay at home or total lock-down orders and business limitations and shutdowns.

The ultimate impact

of the COVID-19 pandemic on our business is unknown and will depend on future developments, which are highly uncertain and cannot

be predicted with confidence, including the duration and severity of the COVID-19 pandemic and any additional preventative and

protective actions that governments may direct.

Management believes the capital markets have been negatively impacted by COVID-19,

which negatively impacts the Company’s ability to consummate a merger transaction.

CAPITAL CORPORATION

178 unchanged sentences

The Board also decided to consent to the receivership process.

CAPITAL CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

May 28, 2014, with the Company’s consent, the court having jurisdiction over the action filed by the SBA (the “

18 unchanged sentences

September 19, 2017, the Company entered into a Convertible Loan Agreement with Roran (the “Loan Agreement”).

Pursuant to the Loan Agreement, Roran agreed to loan the Company an amount not to exceed a total of $150,000 in principal

over 18 months.

On June 17, 2019, the Company amended the Loan Agreement increasing the loan amount to $200,000 and extending

the maturity date to September 19, 2019.

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%

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.

The Company recorded a BCF due to the conversion option of $116,800, which

has been fully amortized as of September 30, 2019.

to the Loan Agreement, Roran agreed to loan the Company an amount not to exceed a total of $150,000 in principal over 18 months.

On June 17, 2019, the Company amended the Loan Agreement increasing the loan amount to $200,000 and extending the maturity date

to September 19, 2019.

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.

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.

The Company recorded a BCF due to the conversion option of $116,800, which has been fully amortized as of September

The debt discount has been amortized as interest expense through September 30, 2019.

On December 13, 2019, the Company amended its Loan Agreement Note with Roran as follows:

(i) the total amount to be

loaned was increased to $250,000, and (ii) the maturity date was extended to June 19, 2020.

The parties have verbally

extended the maturity date of the Loan Agreement and Note to December 31, 2020.

On June 8, 2020, Roran converted $124,500

principal amount of its promissory note with 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.

result of the advances made pursuant to the Loan Agreement, the Company has incurred total obligations of $119,838 as of

September 30, 2020 (net of debt discounts and exclusive of accrued interest).

On December 13, 2019, the Company

amended its Loan Agreement Note with Roran as follows:

(i) the total amount to be loaned was increased to $250,000, and (ii) the

maturity date was extended to June 19, 2020.

Roran has agreed to extend the loan and advance additional funds until further

negotiations have been concluded.

On June 8, 2020, Roran converted $124,500 principal amount of its promissory note with 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.

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

has incurred total obligations of $137,338 as of December 31, 2020 (net of debt discounts and exclusive of accrued interest).

CAPITAL CORPORATION

4 unchanged sentences

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

Note Payable (See Note 3)

on Convertible Note Payable

December 31, 2020

Convertible Note Payable (See Note 3)

Interest on Convertible Note Payable

SUBSEQUENT EVENTS

2 unchanged sentences

has been deregistered as an investment company as referenced in these financial statements.

December 2019, a novel coronavirus disease (“COVID-19”) was initially reported, and in March 2020, the World Health

Organization characterized COVID-19 as a pandemic.

COVID-19 has had a widespread and detrimental effect on the global economy

as a result of the continued increase in the number of cases and affected countries and actions by public health and governmental

authorities, businesses, other organizations, and individuals to address the outbreak, including travel bans and restrictions,

quarantines, shelter in place, stay at home or total lock-down orders and business limitations and shutdowns.

The ultimate impact

of the COVID-19 pandemic on our business is unknown and will depend on future developments, which are highly uncertain and cannot

be predicted with confidence, including the duration and severity of the COVID-19 pandemic and any additional preventative and

protective actions that governments may direct.

Management believes the capital markets have been negatively impacted by COVID-19,

which negatively impacts the Company’s ability to consummate a merger transaction.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

58 unchanged sentences

except as required by law.

following discussion of the results of operations for the three months ended September 30, 2020, and 2019, respectively, should

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

this Quarterly Report on Form 10-Q.

Our discussion includes forward-looking statements based upon current expectations that involve

risks and uncertainties, such as our plans, objectives, expectations and intentions.

Actual results and the timing of events could

differ materially from those anticipated in these forward-looking statements because of a number of factors.

An investment in

our common stock involves a high degree of risk.

Readers of this Quarterly Report on Form 10-Q should carefully consider the risks

set forth in the Risk Factors and Business sections of our Annual Report on Form 10-K for the year ended June 30, 2020, filed

with the SEC on September 25, 2020.

Our management has compiled the forward-looking statements specified in the following information

based on assumptions made by management and considered by management to be reasonable.

Our future operating results, however,

are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

following discussion of the results of operations for the three and six months ended December 31, 2020, and 2019, respectively,

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

in this Quarterly Report on Form 10-Q.

Our discussion includes forward-looking statements based upon current expectations that

involve risks and uncertainties, such as our plans, objectives, expectations and intentions.

Actual results and the timing of

events could differ materially from those anticipated in these forward-looking statements because of a number of factors.

An investment

in our common stock involves a high degree of risk.

Readers of this Quarterly Report on Form 10-Q should carefully consider the

risks set forth in the Risk Factors and Business sections of our Annual Report on Form 10-K for the year ended June 30, 2020,

filed with the SEC on September 25, 2020.

Our management has compiled the forward-looking statements specified in the following

information based on assumptions made by management and considered by management to be reasonable.

Our future operating results,

however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of

17 unchanged sentences

May 2014, the Company effectively ceased operations.

The Company consented to a court order appointing the SBA as receiver

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

The Company consented to a court order appointing the SBA as receiver of

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

That order also entered judgment

135 unchanged sentences

or private offering, among other factors.

of Three Months Ended September 30, 2020, And 2019

the three months periods ended September 30, 2020, and 2019, the Company did not have any operations, and therefore, there were

Expenses were limited to maintaining the Company in good standing and staying current, respectively, in its filing

obligations with the SEC.

of Three and Six Months Ended December 31, 2020, and 2019

the three and six months periods ended December 31, 2020, and 2019, the Company did not have any operations, and therefore, there

were no revenues.

Expenses were limited to maintaining the Company in good standing and staying current, respectively, in its

filing obligations with the SEC.

Administrative

fees totaled $21,979 and $12,796 for the three months ended September 30, 2020, and 2019.

The increase in professional fee expense

was primarily due to the fees expended in converting the issuer from a 1940 Act Company to a 1934 Act Company.

expense totaled $13,270 and $22,661 for the three months ended September 30, 2020, and 2019.

The decrease in interest expense

was primarily due to the decrease in the amount owed under the Roran Note.

reported a net loss of $35,249 and $35,457 during the three months ended September 30, 2020, and 2019.

The decrease in net loss

was directly attributable to the decrease in interest expense.

fees totaled $23,162 and $19,655 for the three months ended December 31, 2020, and 2019.

The increase was primarily due to more

activity in the current period as the prior comparable period required less work to keep the Company current in its SEC filings.

fees totaled $45,141 and $32,452 for the six months ended December 31, 2020, and 2019.

The increase was primarily due to more

activity in the current period as the prior comparable period required less work to keep the Company current in its SEC filings.

expense totaled $15,523 and $7,239 for the three months ended December 31, 2020, and 2019.

The increase in interest expense was

due to the immediate expensing of interest resulting from the maturity of the Roran Note in June 2020.

expense totaled $28,793 and $29,900 for the six months ended December 31, 2020, and 2019.

The decrease in interest expense was

due to the immediate expensing of interest resulting from the maturity of the Roran Note in June 2020, offset by a decrease in

the amount due under the Note.

reported a net loss of $38,685 and $26,895 during the three months ended December 31, 2020, and 2019.

The increase in net loss

was directly attributable to the increase in professional fees and interest expense.

reported a net loss of $73,934 and $62,352 during the six months ended December 31, 2020, and 2019.

The increase in net loss was

directly attributable to the increase in professional fees offset somewhat by a slight decrease in interest expense.

and Capital Resources

have incurred recurring operating losses and negative operating cash flows through September 30, 2020, and we expect to continue

have incurred recurring operating losses and negative operating cash flows through December 31, 2020, and we expect to continue

to incur losses and negative operating cash flows at least through the near future.

1 unchanged sentence

loan facility of up to $250,000 to meet our most critical cash requirements, and of this amount, approximately $112,662 remains

available to be drawn as of September 30, 2020.

The loan facility matured on June 19, 2020 and was verbally extended by

the parties to December 31, 2020.

The Company does not presently possess resources to repay related borrowings and accrued

available to be drawn as of December 31, 2020.

The loan facility matured on June 19, 2020 and Roran has agreed to extend the

loan and advance additional funds until negotiations have concluded.

The Company does not presently possess resources

to repay related borrowings and accrued interest.

a result of the aforementioned factors, management has concluded that there is substantial doubt about our ability to continue

1 unchanged sentence

Our independent registered public accounting firm, in its report on our fiscal 2020 financial statements,

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

Our financial statements as of and for the period ended

September 30, 2020, do not contain any adjustments for this uncertainty.

In response to our Company’s cash needs, we raised

funding as described in Note 3 to our financial statements.

Any additional amounts raised will be used for our future investing

and operating cash flow needs.

However, there can be no assurance that we will be successful in raising additional amounts of

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

Our financial statements as of and for the

period ended December 31, 2020, do not contain any adjustments for this uncertainty.

In response to our Company’s cash needs,

we raised funding as described in Note 3 to our financial statements.

Any additional amounts raised will be used for our future

investing and operating cash flow needs.

However, there can be no assurance that we will be successful in raising additional amounts

of financing.

Management’s

8 unchanged sentences

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

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.

We believe we will be able to meet these costs through the use of funds borrowed

from Roran, or other amounts to be loaned to or invested in us by other investors.

the next 12 months, we anticipate incurring costs related to (i) filing of Exchange Act reports;

and, (ii) identifying

and consummating a transaction with a Business Target.

We believe we will be able to meet these costs through the use of funds

borrowed from Roran, or other amounts to be loaned to or invested in us by other investors.

may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion

13 unchanged sentences

Business Targets.

September 30, 2020, we had only $12,695 cash on hand.

December 31, 2020, we had only $1,783 cash on hand.

Since we have no revenue or plans to generate any revenue, we will be dependent

1 unchanged sentence

Also, related party obligations totaling $165,212, which includes

convertible note outstanding and accrued interest payable, are outstanding as of September 30, 2020.

convertible note outstanding and accrued interest payable, are outstanding as of December 31, 2020.

December 2019, a novel coronavirus disease (“COVID-19”) was initially reported, and in March 2020, the World Health

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-Q

Item 1. Financial Statements