What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-09-01 compared with 2020-09-25 · 72 added, 383 removed, 15 unchanged (97% of the section changed)

FOR REGISTRANT’S COMMON EQUITY;

MARKET FOR REGISTRANT’S

COMMON EQUITY;

RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

About Our Common Stock

shares are quoted on the Over-the-Counter Electronic Bulletin Board (OTCBB) in the Pink Sheets under the symbol “WSCC”.

The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices, and volume information in over-the-counter

shares are quoted on the Over-the-Counter Electronic Bulletin Board (OTCBB) in the Pink Sheets under the symbol “WSCC”.

OTCBB is a regulated quotation service that displays real-time quotes, last sale prices, and volume information in over-the-counter securities.

The OTCBB is not an issuer listing service, market, or exchange.

Although the OTCBB does not have any listing requirements

per se, to be eligible for quotation on the OTCBB issuers must remain current in their filings with the SEC or applicable regulatory

Securities quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60

day grace period if they do not make their required filing during that time.

We cannot guarantee that we will continue to have

the funds required to remain in compliance with our reporting obligations.

Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions

in penny stocks.

Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered

on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with

respect to transactions in such securities is provided by the exchange or system).

Although the OTCBB does not have any listing requirements per se, to

be eligible for quotation on the OTCBB issuers must remain current in their filings with the SEC or applicable regulatory authority.

Securities quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period

if they do not make their required filing during that time.

We cannot guarantee that we will continue to have the funds required to remain

in compliance with our reporting obligations.

Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny

Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national

securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions

in such securities is provided by the exchange or system).

purchaser is purchasing penny stock, which limits the ability to sell the stock.

2 unchanged sentences

The shares will remain penny stocks for the foreseeable future.

The classification of penny stock makes it more

difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate

his/her investment.

Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject

to Rules 15g-1 through 15g-10 of the Securities and Exchange Act.

Rather than creating a need to comply with those rules, some

broker-dealers will refuse to attempt to sell penny stock.

The classification of penny stock makes it more difficult

for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment.

Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through

15g-10 of the Securities and Exchange Act.

Rather than creating a need to comply with those rules, some broker-dealers will refuse to

attempt to sell penny stock.

penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver

a standardized risk disclosure document, which:

a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;

a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the

customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended;

a brief, clear, narrative description of a dealer market, including “bid”

and “ask”

price for the

penny stock and the significance of the spread between the bid and ask price;

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

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

contains a description

of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;

contains a description

of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect

to a violation of such duties or other requirements of the Securities Act of 1934, as amended;

contains a brief, clear,

narrative description of a dealer market, including “bid” and “ask” price for the penny stock and the significance

of the spread between the bid and ask price;

contains a toll-free telephone

number for inquiries on disciplinary actions;

defines significant terms

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

contains such other information

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

broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

bid and offer quotations for the penny stock;

compensation of the broker-dealer and its salesperson in the transaction;

number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity

of the market for such stock;

account statements showing the market value of each penny stock held in the customer’s account.

the bid and offer quotations

for the penny stock;

the compensation of the

broker-dealer and its salesperson in the transaction;

the number of shares to

which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock;

monthly account statements

showing the market value of each penny stock held in the customer’s account.

addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules;

broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive

the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions

involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements will have

the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock

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.

Company has retained Computershare Investor Services Inc., 1500 Robert-Bourassa Blvd., 7 th Floor, Montreal, Quebec,

H3A 3S8, as its transfer agent.

the broker-dealer

must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s

written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and

a signed and dated copy of a written suitability statement.

These disclosure requirements will have the effect of reducing the trading

activity in the secondary market for our stock because it will be subject to these penny stock rules.

Therefore, shareholders may have

difficulty selling their securities.

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, H3A 3S8,

as its transfer agent.

of Equity Security Holders

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.

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

We currently anticipate that we will retain all of our future earnings,

if any, for use in the development and expansion of our business and for general corporate purposes.

Any determination to pay

dividends in the future will be at the discretion of our Board and will depend upon our results of operations, financial condition,

and other factors that the Board, in its discretion, may deem relevant.

There are no restrictions, other than applicable law,

on the ability of the Board to declare and pay dividends.

of June 8, 2021, we had 23 holders of record of our common stock.

This does not include beneficial owners holding common stock in

As such, the number of beneficial holders of our shares could be substantially larger than the number of shareholders

have no current plans to pay dividends.

We currently anticipate that we will retain all of our future earnings, if any, for use in the

development and expansion of our business and for general corporate purposes.

Any determination to pay dividends in the future will be

at the discretion of our Board and will depend upon our results of operations, financial condition, and other factors that the Board,

in its discretion, may deem relevant.

There are no restrictions, other than applicable law, on the ability of the Board to declare and

pay dividends.

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

About Our Equity Compensation Plans

information required under this heading is incorporated herein by reference to the applicable information set forth in Item 12

of this Annual Report on Form 10-K.

FINANCIAL DATA

a Smaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing

scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

MANAGEMENT’S

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis of the results of operations and financial condition for the fiscal years ended June 30, 2020,

and 2019 should be read in conjunction with our financial statements, and the notes to those financial statements that are included

elsewhere in this Annual Report.

references to “Waterside”, “we”, “our,”

“us”

and the “Company”

this Item 7 refer to Waterside Capital Corporation.

discussion in this section contains forward-looking statements.

These statements relate to future events or our future financial

We have attempted to identify forward-looking statements by terminology such as “anticipate,”

“believe,”

“can,”

“continue,”

“could,”

“estimate,”

“expect,”

“intend,”

“may,”

“plan,”

“potential,”

“predict,”

“should,”

“would”

or “will”

or the negative of these terms or other comparable terminology, but their absence does not mean that a statement

is not forward-looking.

These statements are only predictions and involve known and unknown risks, uncertainties, and other factors,

which could cause our actual results to differ from those projected in any forward-looking statements we make.

Several risks and

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.

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

and uncertainties, and you should not consider the risks and uncertainties identified by us to be a complete set of all potential

risks or uncertainties that could materially affect us.

You should not place undue reliance on the forward-looking statements

we make herein because some or all of them may turn out to be wrong.

We undertake no obligation to update any of the forward-looking

statements contained herein to reflect future events and developments, except as required by law.

The following discussion should

be read in conjunction with the financial statements, and the notes to those statements included elsewhere in this Annual Report

on Form 10-K.

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

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 Investment

Company 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.

May 2014, the Company effectively ceased operations.

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

the Company for the purpose of marshaling and liquidating in an orderly manner all of the Company’s assets.

That order also

entered judgment in favor of the United States of America, on behalf of the SBA, against the Company in the amount of $11,770,722.

The SBA was appointed receiver effective May 28, 2014.

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.

The SBIC license granted

to the Company by the SBA was revoked by the SBA effective March 20, 2017.

On June 28, 2017, the Receivership was terminated.

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

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 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

time-to-time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), or other

standard-setting bodies, relating to the treatment and recording of certain accounting transactions.

Unless otherwise discussed

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 are based on our financial statements,

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

generally accepted accounting principles.

In preparing our financial statements,

we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of

contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during

the reporting periods.

accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and

judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact

of the estimate on financial condition or operating performance is material.

significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached

to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the

financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about

the carrying values of assets and liabilities that are not readily apparent from other sources.

regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes

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

After such evaluations, if deemed appropriate,

those estimates are adjusted accordingly.

results could differ from those estimates.

our significant accounting policies are described in more detail in Note 2 of our annual financial statements included in this

Annual Report, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation

of our financial statements:

as a Going Concern

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,

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

Financial Instruments

Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial

instruments if certain criteria are met.

The criteria include circumstances in which (a) the economic characteristics and risks

of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host

contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured

at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings

as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative

An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under

applicable GAAP.

the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts

are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the

fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded

in the instrument.

Conversion Feature

issuance of the convertible debt issued by the Company (described in Note 3 to the Financial Statements) generated a beneficial

conversion feature (“BCF”), which arises when a debt or equity security is issued with an embedded conversion option

that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that

is less than the market price of the underlying stock at the commitment date.

The Company recognized the BCF by allocating the

intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by

the difference between the effective conversion price per share and the fair value of common stock per share on the commitment

date, resulting in a discount on the convertible debt (recorded as a component of additional paid-in capital).

Tax Assets and Income Taxes Provision

Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification.

Paragraph 740-10-25-13

which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded

in the financial statements.

Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position

only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on

the technical merits of the position.

The tax benefits recognized in the financial statements from such a position should be measured

based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.

Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest, and penalties on income taxes, accounting

in interim periods and requires increased disclosures.

The Company had no material adjustments to its liabilities for unrecognized

income tax benefits according to the provisions of paragraph 740-10-25-13.

estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying

balance sheets, as well as tax credit carry-backs and carry-forwards.

The Company periodically reviews the recoverability of deferred

tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous

estimates of tax liability.

In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in

these jurisdictions.

In management’s opinion, adequate provisions for income taxes have been made for all years.

taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

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

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.

of Operations

the year ended June 30, 2020, as compared to the year ended June 30, 2019:

For the Fiscal Year Ended:

June 30, 2020

June 30, 2019

Interest income

Gain from extinguishment of debt

Administrative expenses

Interest Expense

Total expenses

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

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

and, interest expense.

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.

Company had no employees for the years ended June 30, 2020, and June 30, 2019.

Any expenses related to “personnel”

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

Party Transactions

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 3 of the accompanying financial statements)

Interest on Convertible Note Payable

and Capital Resources

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.

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 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.

There is no assurance that management

will be able to raise capital on terms acceptable to the Company.

If we are unable to obtain sufficient amounts of additional

capital, we may have to cease filing the required reports and cease operations completely.

If we obtain additional funds by selling

any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our

shareholders will be reduced, shareholders may experience additional dilution, or the equity securities may have rights preferences

or privileges senior to the common stock.

reflected in the financial statements, the Company had an accumulated deficit at June 30, 2020.

The Company also effectively ceased

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

liabilities with certain related parties to sustain the Company’s existence.

There can be no assurance that the Company

will be able to raise any additional capital or acquire a viable entity to continue its business or enter into a new business.

independent registered public accounting firm, in its report for the year ended June 30, 2020, has expressed substantial doubt

about our ability to continue as a going concern.

Our plan regarding these matters is to raise additional debt and/or equity financing

to allow us the ability to cover our current cash flow requirements and meet our obligations as they become due.

no assurances that financing will be available or, if available, that such financing will be available under favorable terms.

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

are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,

changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources

that are material to investors.

Management’s

plan is to seek, investigate, and consummate a merger or other business combination, purchase of assets or other strategic transaction

a merger) with a corporation, partnership, limited liability company or other operating business entity, or enter into a

new business (collectively, a “Business Target”) desiring the perceived advantages of becoming a publicly reporting

and publicly held corporation.

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

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, 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;

and, (ii) identifying and

consummating a transaction with a Business Target.

believe we will be able to meet these costs through 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

into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing

financial or operating difficulties and is in need of additional capital.

In the alternative, a business combination may involve

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

voting control which may occur in a public offering.

Zelmanovitch is our president, secretary, and our chief financial officer.

Zelmanovitch is only required to devote a small

portion of his time to our affairs on a part-time or as-needed basis.

No regular compensation has, in the past, nor is anticipated

in the future, to be paid to any officer or director in their capacities as such.

We do not anticipate hiring any full-time employees

as long as we are seeking and evaluating Business Targets.

a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing

scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing

scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

information required under this heading is incorporated herein by reference to the applicable information set forth in Item 12 of this

Annual Report on Form 10-K.

SELECTED FINANCIAL DATA

a Smaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled

disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

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