What changed in this filing

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Item 9A. Controls and Procedures

2021-09-01 compared with 2020-09-25 · 275 added, 247 removed, 61 unchanged (90% of the section changed)

AND PROCEDURES

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

Zelmanovitch, our Chief Executive Officer (who is also our Chief Financial Officer), is also our Principal Executive Officer and

Principal Financial Officer.

Zelmanovitch, our Chief Executive Officer (who is also our Chief Financial Officer), is also our Principal Executive Officer and Principal

Financial Officer.

Zelmanovitch evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2021.

The term “disclosure controls and procedures,”

as defined in Rule 13a-15(e) under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to

ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is

recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of

achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible

controls and procedures.

Based on its evaluation, management concluded as of June 30, 2020 that our disclosure controls and procedures

were not effective because of material weaknesses in our internal control over financial reporting, described below in Management’s

Report on Internal Control Over Financial Reporting.

Notwithstanding the identified material weaknesses, management believes the

financial statements included in this Annual Report on Form 10-K fairly represent in all material respects our financial condition,

results of operations and cash flows at and for the periods presented in accordance with U.S.

Management’s

“disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required

to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported,

within the time periods specified in the SEC’s rules and forms.

Management recognizes that any controls and procedures, no matter

how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies

its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Based on its evaluation, management concluded

as of June 30, 2021 that our disclosure controls and procedures were not effective because of material weaknesses in our internal control

over financial reporting, described below in Management’s Report on Internal Control Over Financial Reporting.

Notwithstanding

the identified material weaknesses, management believes the financial statements included in this Annual Report on Form 10-K fairly represent

in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance

Report on Internal Control Over Financial Reporting

Zelmanovitch, as our Principal Executive Officer and Principal Financial Officer, is responsible for establishing and maintaining

adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act.

An evaluation

was performed of the effectiveness of the Company’s internal control over financial reporting.

The evaluation was based

on the framework in 2013 Internal Control —

Integrated Framework issued by the Committee of Sponsoring Organizations of

the Treadway Commission (“COSO”).

Zelmanovitch, as our Principal Executive Officer and Principal Financial Officer, is responsible for establishing and maintaining adequate

internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act.

An evaluation was performed

of the effectiveness of the Company’s internal control over financial reporting.

The evaluation was based on the framework in 2013

Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions or that the degree of compliance with the policies or procedures may deteriorate.

on our evaluation under the criteria set forth in 2013 Internal Control —

Integrated Framework, our management concluded

that, as of June 30, 2020, our internal control over financial reporting was not effective because of the identification of material

weaknesses described as follows:

did not have controls designed to validate the completeness and accuracy of underlying data used in the determination of accounting

transactions.

As a result, errors were identified in the underlying data used to support accounting transactions.

we believe we have a material weakness because there is a reasonable possibility that a material misstatement to the interim

or annual financial statements would not be prevented or detected on a timely basis.

do not have written documentation of our internal control policies and procedures.

Written documentation of key internal controls

over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us.

Management evaluated

the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure

controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

do not have sufficient segregation of duties within accounting functions, which is a basic internal control.

Due to our size

and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.

to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be

performed by separate individuals.

Management evaluated the impact of our failure to have segregation of duties on our assessment

of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material

have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight

in the establishment and monitoring of required internal controls and procedures.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions

or that the degree of compliance with the policies or procedures may deteriorate.

on our evaluation under the criteria set forth in 2013 Internal Control — Integrated Framework, our management concluded that,

as of June 30, 2021, our internal control over financial reporting was not effective because of the identification of material weaknesses

described as follows:

We did not have controls

designed to validate the completeness and accuracy of underlying data used in the determination of accounting transactions.

result, errors were identified in the underlying data used to support accounting transactions.

Accordingly, we believe we have a

material weakness because there is a reasonable possibility that a material misstatement to the interim or annual financial statements

would not be prevented or detected on a timely basis.

We do not have written

documentation of our internal control policies and procedures.

Written documentation of key internal controls over financial reporting

is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us.

Management evaluated the impact of our failure

to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures

and has concluded that the control deficiency that resulted represented a material weakness.

We do not have sufficient

segregation of duties within accounting functions, which is a basic internal control.

Due to our size and nature, segregation of

all conflicting duties may not always be possible and may not be economically feasible.

However, to the extent possible, the initiation

of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and

has concluded that the control deficiency that resulted represented a material weakness.

We have an inadequate number

of personnel with requisite expertise in the key functional areas of finance and accounting.

We do not have a functioning

audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring

of required internal controls and procedures.

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 is 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 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.

annual report does not include an attestation report of our registered public accounting firm regarding internal control over

financial reporting.

Management’s report was not subject to attestation by our independent registered public accounting

firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

Due to the nature of 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.

annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to

temporary rules of the SEC that permit us to provide only management’s report in this annual report.

in Internal Controls Over Financial Reporting

have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the

Exchange Act or in other factors that materially affected or are reasonably likely to materially affect our internal controls

and procedures over financial reporting during the fourth quarter of the fiscal year ended June 30, 2020.

EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act or in other factors that materially affected or are reasonably likely to materially affect our internal controls and procedures over

financial reporting during the fourth quarter of the fiscal year ended June 30, 2021.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Regarding Our Board of Directors

to our bylaws, the number of directors is fixed and may be increased or decreased from time to time by resolution of our Board

of Directors (the “Board”).

to our bylaws, the number of directors is fixed and may be increased or decreased from time to time by resolution of our Board of Directors

(the “Board”).

The Company currently has one individual serving on the Board.

The Company will seek to

fill vacancies on the Board as it executes on its business plan and is able to fund the cost of errors and omissions insurance

coverage for the Board.

The Company will seek to fill vacancies on

the Board as it executes on its business plan and is able to fund the cost of errors and omissions insurance coverage for the Board.

with respect to our current directors is shown below.

Executive Officer, Chairman, Secretary, Chief Financial Officer

forth below is a brief description of the background and business experience of our executive officers and directors for the past

Zindel Zelmanovitch

Chief Executive

Officer, Chairman, Secretary, Chief Financial Officer

forth below is a brief description of the background and business experience of our executive officers and directors for the past five

Zelmanovitch.

Zelmanovitch has been Chairman of the Board of Directors and Chief Executive Officer, Secretary, and Chief

Financial Officer of the Company since September, 2017.

He has served as Chairman of the Board of Directors and Chief Executive

Officer of East Coast Capital Holdings (a diversified private investment fund) since 2002, previously serving as the President

and a Director of East Coast Capital Holdings (including its predecessor) since 1986.

Zelmanovitch has been Chairman of the Board of Directors and Chief Executive Officer, Secretary, and Chief Financial

Officer of the Company since September, 2017.

He has served as Chairman of the Board of Directors and Chief Executive Officer of East

Coast Capital Holdings (a diversified private investment fund) since 2002, previously serving as the President and a Director of East

Coast Capital Holdings (including its predecessor) since 1986.

From 1982 through October 2000 Mr.

was President and a director and stockholder of Freshstart Venture Capital Corp., a public company which was licensed as an SBA

SBIC, which was listed on NASDAQ.

Zelmanovitch was President and a director

and stockholder of Freshstart Venture Capital Corp., a public company which was licensed as an SBA SBIC, which was listed on NASDAQ.

Zelmanovitch guided Freshstart through its initial public offering;

the company was eventually

sold to Medallion Financial Corp.

the company was eventually sold to Medallion Financial Corp.

Zelmanovitch received an M.B.A.

5 unchanged sentences

Zelmanovitch is our sole executive officer.

Zelmanovitch also serves as our sole director, his executive officer’s

biography is set forth under “Information Regarding the Board of Directors”, above.

Zelmanovitch also serves as our sole director, his executive officer’s biography

is set forth under “Information Regarding the Board of Directors”, above.

in Certain Legal Proceedings

the best of our knowledge, none of our directors or executive officers has, during the past ten years:

convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other

minor offenses);

any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or

business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or

within two years prior to that time;

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction

or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement

in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities,

or to be associated with persons engaged in any such activity;

found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity

Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been

reversed, suspended, or vacated;

the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently

reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an

alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial

institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement

or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory

organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of

the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority

over its members or persons associated with a member.

as set forth in our discussion below in “Certain Relationships and Related Transactions,”

none of our directors or

executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates

which are required to be disclosed pursuant to the rules and regulations of the Commission.

been convicted in a criminal

proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

had any bankruptcy petition

filed by or against the business or property of the person, or of any partnership, corporation or business association of which he

was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

been subject to any order,

judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state

authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business,

securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons

engaged in any such activity;

been found by a court of

competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission

to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

been the subject of, or

a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended

or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any

federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance

companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty

or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire

fraud or fraud in connection with any business entity;

been the subject of, or

a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined

in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or

any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated

with a member.

as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive

officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are

required to be disclosed pursuant to the rules and regulations of the Commission.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more

than 10% of our common stock to file reports of ownership and changes in ownership with the SEC.

Officers, directors and greater

than ten percent shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

solely upon our review of the Forms 3, 4 and 5 filed during fiscal year ended June 30, 2020, we believe that as of June 30, 2020

our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis with all Section

16(a) filing requirements.

16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more than

10% of our common stock to file reports of ownership and changes in ownership with the SEC.

Officers, directors and greater than ten

percent shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

Based solely upon

our review of the Forms 3, 4 and 5 filed during fiscal year ended June 30, 2021, we believe that as of June 30, 2021 our executive officers,

directors and greater than 10 percent beneficial owners have complied on a timely basis with all Section 16(a) filing requirements.

Committees and Charters

do not currently have a separately constituted audit committee.

We will consider forming an Audit Committee in fiscal 2021 and

if appropriate will commence a search for new qualified board members, one of whom will meet the definition of an “audit

committee financial expert”.

We will consider forming an Audit Committee in fiscal 2022 and if appropriate

will commence a search for new qualified board members, one of whom will meet the definition of an “audit committee financial expert”.

The board of directors will also consider adopting a written audit committee charter.

do not currently have a separately constituted compensation committee.

Our board of directors has not yet determined whether to

create a compensation committee.

Our board of directors has not yet determined whether to create

a compensation committee.

do not currently have a separately constituted nominating committee.

Our board of directors has not yet determined whether to

create a nominating committee.

Our board of directors has not yet determined whether to create

a nominating committee.

of Business Conduct

have not yet adopted a Code of Business Conduct, which would apply to our chief executive officer and chief financial officer,

or to all directors and employees.

have not yet adopted a Code of Business Conduct, which would apply to our chief executive officer and chief financial officer, or to

all directors and employees.

Our board of directors plans to adopt a Code of Business Conduct as soon as practicable.

we do not have a formal policy on diversity, our board of directors considers diversity to include the skill set, background,

reputation, type and length of business experience of our board of directors members, as well as, a particular nominee’s

contributions to that mix.

Our board of directors believes that diversity brings a variety of ideas, judgments, and considerations

that can benefit our shareholders and us.

we do not have a formal policy on diversity, our board of directors considers diversity to include the skill set, background, reputation,

type and length of business experience of our board of directors members, as well as, a particular nominee’s contributions to that

Our board of directors believes that diversity brings a variety of ideas, judgments, and considerations that can benefit our shareholders

Communications

do not have a formal policy regarding communications with our board of directors, or for the consideration of director candidates

recommended by shareholders.

do not have a formal policy regarding communications with our board of directors, or for the consideration of director candidates recommended

by shareholders.

To date, no shareholders have made any such recommendations.

EXECUTIVE COMPENSATION

was no executive compensation for the fiscal years ended June 30, 2021 and 2020, respectively.

1 unchanged sentence

of June 30, 2021 and 2020, 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, 2021, and 2020, there was no director compensation.

3 unchanged sentences

have not entered into employment agreements or change-in-control arrangements with any of our executive officers.

executive officers is an at-will employee, and their employment relationship with us may be terminated at any time.

Zelmanovitch has agreed to work with no remuneration until such time as the Company receives sufficient revenues necessary to

provide management salaries.

At this time, we cannot accurately estimate when sufficient revenues will occur to implement this

compensation, or what the amount of the compensation will be.

are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement

at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries

OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table provides information regarding the beneficial ownership of our common stock as of September 1, 2020, which is

also referred to herein as the “Evaluation Date”, by:

(i) each person or group who is known by us to beneficially

own more than 5% of our common stock;

Each of our executive

officers is an at-will employee, and their employment relationship with us may be terminated at any time.

Zelmanovitch has agreed to work with no remuneration until such time as the Company receives sufficient revenues necessary to provide

management salaries.

At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation,

or what the amount of the compensation will be.

are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at

normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries if

SECURITY OWNERSHIP OF

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table provides information regarding the beneficial ownership of our common stock as of August 31, 2021, which is also

referred to herein as the “Evaluation Date”, by:

(i) each person or group who is known by us to beneficially own more than

5% of our common stock;

(ii) each of our current directors;

(iii) each of our named executive officers as set forth

in Item 11 of this Annual Report;

(iii) each of our named executive officers as set forth in Item 11 of this

Annual Report;

and, (iv) all such directors and executive officers as a group.

The table is based upon information

supplied by our officers, directors and principal shareholders and a review of Schedules 13D and 13G, if any, filed with the SEC.

Unless otherwise indicated in the footnotes to the table and subject to community property laws where applicable, we believe that

each of the shareholders named in the table has sole voting and investment power with respect to the shares indicated as beneficially

percentages are based on 6,082,214 shares outstanding as of the Evaluation Date, adjusted as required by rules promulgated by

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power

or investment power with respect to those securities.

In addition, the rules include shares of our common stock issuable pursuant

to the exercise of stock options or warrants that are either immediately exercisable or exercisable within 60 days of the Evaluation

These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of

computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage

ownership of any other person.

Name and Address of Beneficial Owner

Percentage of

Directors and Named Executive Officers:

All executive officers and directors as a group (persons)

The table is based upon information supplied by our officers,

directors and principal shareholders and a review of Schedules 13D and 13G, if any, filed with the SEC.

Unless otherwise indicated in

the footnotes to the table and subject to community property laws where applicable, we believe that each of the shareholders named in

the table has sole voting and investment power with respect to the shares indicated as beneficially owned.

percentages are based on 6,082,214 shares outstanding as of the Evaluation Date, adjusted as required by rules promulgated by the SEC.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power

with respect to those securities.

In addition, the rules include shares of our common stock issuable pursuant to the exercise of stock

options or warrants that are either immediately exercisable or exercisable within 60 days of the Evaluation Date.

These shares are deemed

to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of

that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

and Address of Beneficial Owner

and Named Executive Officers:

All executive officers and

directors as a group (persons)

5% Shareholders

Roran Capital LLC

West 31 st Street

New York, NY 10001

York, NY 10001

Great Neck Road 1272-384

Virginia Beach, VA 23454

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Relationships and Related Transactions

sole executive officer and sole director is the father of Yitzhak Zelmanovitch, who is the manager of Roran.

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 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.

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.

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.

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

requirements that a majority of the board of directors be “independent”

and, as a result, we are not at this time

required to have our Board of Directors comprised of a majority of “independent directors”.

ACCOUNTING FEES AND SERVICES

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

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.

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 requirements

that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have our

Board of Directors comprised of a majority of “independent directors”.

PRINCIPAL ACCOUNTING

FEES AND SERVICES

following table provides information regarding the fees billed to us by Haskell & White LLP in the years ended June 30, 2021, and

All fees described below were approved by the Board:

For the years ended June 30

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.

Related Fess consists of assurance and related services by the independent registered public accounting firm that are reasonably

related to the performance of the audit or review of our financial statements and are not reported above under “Audit

The services for the fees disclosed under this category include consultation regarding our correspondence with

the SEC and other accounting consulting.

Fees consists of professional services rendered by our independent registered public accounting firm for tax compliance and

The services for the fees disclosed under this category include tax return preparation and technical tax advice.

Other Fees consists of fees for other miscellaneous items.

Other Fees (4)

Audit Fees include fees

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

Audit Related Fess consists

of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance

of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the

fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.

Tax Fees consists of professional

services rendered by our independent registered public accounting firm for tax compliance and tax advice.

The services for the fees

disclosed under this category include tax return preparation and technical tax advice.

All Other Fees consists

of fees for other miscellaneous items.

Policies and Procedures

policy of our Board is to pre-approve all audit and permissible non-audit services provided by our independent auditors.

services may include audit services, audit-related services, tax services, and other services.

Pre-approval is generally provided

for up to one year and any pre-approval is detailed as to the particular service or category of services.

The independent auditor

and management are required to periodically report to the Board regarding the extent of services provided by the independent auditor

in accordance with this pre-approval.

Any proposed services not included within the list of pre-approved services or any proposed

services that will cause the Company to exceed the pre-approved aggregate amount requires specific pre-approval by the Board.

FINANCIAL STATEMENT SCHEDULES

Company’s financial statements and related notes thereto are listed and included in this Annual Report (Item 8).

are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

following exhibits are filed as part of this Annual Report pursuant to Item 601 of Regulation S-K:

Amended and Restated Articles of Incorporation of the Registrant, incorporated by reference to Exhibit 1 to Financial Statements and Exhibits on Form N-5/A as filed with the Securities and Exchange Commission on January 9, 1999.

Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 2 to Financial Statements and Exhibits on Form N-5/A as filed with the Securities and Exchange Commission on January 9, 1999.

The Registrant’s License From the Small Business Administration, incorporated by reference to Exhibit 8 to Financial Statements and Exhibits on Form N-5/A as filed with the Securities and Exchange Commission on January 9, 1999.

These services

may include audit services, audit-related services, tax services, and other services.

Pre-approval is generally provided for up to one

year and any pre-approval is detailed as to the particular service or category of services.

The independent auditor and management are

required to periodically report to the Board regarding the extent of services provided by the independent auditor in accordance with

this pre-approval.

Any proposed services not included within the list of pre-approved services or any proposed services that will cause

the Company to exceed the pre-approved aggregate amount requires specific pre-approval by the Board.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The Company’s financial

statements and related notes thereto are listed and included in this Annual Report (Item 8).

Schedules are omitted because

they are not applicable or the required information is shown in the financial statements or notes thereto.

The following exhibits

are filed as part of this Annual Report pursuant to Item 601 of Regulation S-K:

Amended and Restated Articles

of Incorporation of the Registrant, incorporated by reference to Exhibit 1 to Financial Statements and Exhibits on Form N-5/A as

filed with the Securities and Exchange Commission on January 9, 1999.

Amended and Restated Bylaws

of the Registrant, incorporated by reference to Exhibit 2 to Financial Statements and Exhibits on Form N-5/A as filed with the Securities

and Exchange Commission on January 9, 1999.

The Registrant’s

License From the Small Business Administration, incorporated by reference to Exhibit 8 to Financial Statements and Exhibits on Form

N-5/A as filed with the Securities and Exchange Commission on January 9, 1999.

Convertible Loan Agreement dated September 19, 2017 between the Registrant and Roran Capital LLC, incorporated by reference to Exhibit 10.2 to Form 10-Q as filed by the Registrant with the Securities and Exchange Commission on April 26, 2018.

2 unchanged sentences

Form of First Amendment to Note**

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(*).

Certification of the Chief Financial Officer and Chief Operating Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(*).

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002(*).

Certification of the Chief Financial Officer and Chief Operating Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002(*).

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.

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”

part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act, Section 18 of the Securities

Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections, and shall not be incorporated

by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly

set forth by specific reference in such filing or document.

accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused

this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Certification

of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(*).

Certification

of the Chief Financial Officer and Chief Operating Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(*).

Certification

of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002(*).

Certification

of the Chief Financial Officer and Chief Operating Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002(*).

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.

Incorporated by reference from the Company’s

Current Report on Form 8-K filed with the SEC on June 21, 2019.

Pursuant to Rule 406T of

Regulation S-T, the Interactive Data Files on Exhibit 101 hereto shall not be deemed “filed” or part of a registration

statement or prospectus for purposes of Section 11 or 12 of the Securities Act, Section 18 of the Securities Exchange Act of 1934,

as amended, and otherwise are not subject to liability under those sections, and shall not be incorporated by reference into any

filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference

in such filing or document.

accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

September 1, 2021

CAPITAL CORPORATION

Zindel Zelmanovitch

Executive Officer, Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of

the registrant and in the capacities and on the dates indicated.

WATERSIDE CAPITAL CORPORATION

ZINDEL ZELMANOVITCH

of the Board;

Executive Officer;

Financial Officer

Chief Executive Officer, Chief Financial Officer (Principal

Executive Officer and Principal Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

Chairman of the Board;

September 1, 2021

Chief Executive Officer;

Chief Financial Officer

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