What changed in this filing

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Item 1. Financial Statements

2022-02-11 compared with 2021-11-15 · 150 added, 106 removed, 270 unchanged (49% of the section changed)

2 unchanged sentences

BALANCE SHEETS

of September 30, 2021 (Unaudited) and June 30, 2021

September 30, 2021

June 30, 2021

Liabilities and Stockholders’ Deficit

of December 31, 2021 (Unaudited) and June 30, 2021

Prepaid expenses

Liabilities and Stockholders’

Current Liabilities:

Accounts payable and accrued liabilities

Accrued interest payable - related party

Convertible note payable - related party

Accounts payable and accrued

Promissory note - related

Accrued interest payable

- related party

note payable - related party

Total current liabilities

Stockholders’ Deficit:

Preferred stock;

$ 0.0001 par value;

shares authorized;

0 shares issued and outstanding at December 31, 2021 and June 30, 2021

Common stock;

1 unchanged sentence

shares authorized;

6,082,214 shares issued and outstanding at September 30, 2021 and June 30, 2021

6,082,214 shares issued and outstanding at December 31, 2021 and June 30, 2021

Additional paid-in capital

Accumulated deficit

( 17,984,359 )

( 17,930,352 )

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

stockholders’ deficit

Total liabilities and

stockholders’ deficit

accompanying notes are an integral part of these unaudited condensed interim financial statements.

1 unchanged sentence

STATEMENTS OF OPERATIONS

the three months ended September 30, 2021 and 2020

Three Month Periods Ended

September 30,

Administrative expenses

Interest expense

the three and six months ended December 31, 2021 and 2020

month period ended December 31,

Administrative

Total Expense

Net loss per share - basic and diluted

Weighted average number of common shares outstanding - basic and diluted

Net loss per share -

basic and diluted

Weighted average number

of common shares outstanding - basic and diluted

accompanying notes are an integral part of these unaudited condensed interim financial statements.

1 unchanged sentence

STATEMENTS OF STOCKHOLDERS’ DEFICIT

the three months ended September 30, 2021 and 2020

($ 1.00 par value)

Additional paid-in

Total stockholders’

Balance, June 30, 2021

the three and six months ended December 31, 2021 and 2020

stockholders’

Balance, September 30, 2021

$ ( 17,955,174 )

Forgiveness of convertible note payable, accrued

interest and advances - related party

conversion feature

Balance, December 31, 2021

$ ( 17,984,359 )

Forgiveness of convertible note payable, accrued interest and advances - related party

Beneficial conversion feature

Stock ($0.0001 par value)

stockholders’

Balance at June 30, 2021

$ ( 17,930,352 )

$ ( 208,324 )

Forgiveness of convertible note payable, accrued

interest and advances - related party

Balance, December 31, 2021

$ ( 17,984,359 )

Stock ($ 0.0001 par value)

stockholders’

Balance, September 30, 2020

$ ( 17,848,939 )

Common Stock ($ 1.00 par value)

Additional paid-in

Total stockholders’

$ ( 146,911 )

Beneficial conversion feature

Balance, December 31, 2020

$ ( 17,887,624 )

$ ( 173,929 )

Stock ($0.0001 par value)

stockholders’

Balance at June 30, 2020

2 unchanged sentences

Beneficial conversion feature

Balance, September 30, 2020

Balance, December 31, 2020

$ ( 17,887,624 )

2 unchanged sentences

CAPITAL CORPORATION

STATEMENT OF CASH FLOW

the three months ended September 30, 2021 and 2020

Three Month Periods Ended

September 30,

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities

STATEMENTS OF CASH FLOW

the six months ended December 31, 2021 and 2020

month periods ended December 31,

Cash Flows from Operating

Adjustments to reconcile

net loss to net cash used in operating activities

Amortization of debt discount

Forgiveness of interest - related party

Changes in operating assets and liabilities:

Increase in accounts payable and accrued liabilities

Increase in accrued interest payable - related party

Net cash used in operating activities

Cash Flows from Financing Activities:

Forgiveness of interest

- related party

Changes in operating assets

and liabilities:

Increase in prepaid

(Decrease) increase in

accounts payable and accrued liabilities

in accrued interest payable - related party

cash used in operating activities

Cash Flows from Financing

Advances from related party

Proceeds from issuance of convertible note payable - related party

Net cash provided by financing activities

Proceeds from issuance

of promissory note payable - related party

from issuance of convertible note payable - related party

cash provided by financing activities

Net change in cash

1 unchanged sentence

Cash, end of period

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

SUPPLEMENTAL DISCLOSURES

OF CASH FLOW INFORMATION

Cash paid during period for:

Interest paid

Income taxes paid

Non-cash Investing and Financing Activities

Intrinsic value of embedded beneficial conversion feature on convertible note payable

Forgiveness of convertible note payable, accrued interest and advances - related party

value of embedded beneficial conversion feature on convertible note payable - related party

of convertible note payable, accrued interest and advances - related party

accompanying notes are an integral part of these unaudited condensed interim financial statements.

41 unchanged sentences

September 2, 2021, the Company entered into a Stock Purchase Agreement (the “SPA”) by and between (i) the Company (ii) Ryan

Schadel (“Buyer”) and (iii) Roran Capital LLC (“Roran”).

Roran agreed to sell to the Buyer 4,247,666 shares of

common stock of the Company held by Roran for a total purchase price of $ 385,000 .

In conjunction with the SPA, the Roran agreed to forgive

all amounts due to Roran by the Company totaling $ 207,644 , which is comprised of convertible note payable – related party, accrued

interest payable – related party and advances from related party.

The Buyer acquired 4,247,666

shares of the Company’s Common Stock, representing 69.7 % of the issued and outstanding shares of Common Stock.

As such, the SPA

resulted in a change of control of the Company.

unaudited financial statements herein have been prepared by the Company pursuant to the rules and regulations of the United States Securities

and Exchange Commission (“SEC”).

The accompanying interim unaudited financial statements have been prepared under the presumption

that users of the interim financial information have either read or have access to the audited financial statements for the latest fiscal

year ended June 30, 2021.

Accordingly, note disclosures which would substantially duplicate the disclosures contained on June 30, 2021,

audited financial statements have been omitted from these interim unaudited financial statements.

The Company evaluated all subsequent

events and transactions through the date of filing this report.

Schadel (“Buyer”) and (iii) Roran.

Roran agreed to sell to the Buyer 4,247,666 shares of common stock of the Company held

by Roran for a total purchase price of $ 385,000 .

In conjunction with the SPA, the Roran agreed to forgive all amounts due to Roran by

the Company totaling $ 207,644 , which is comprised of convertible note payable – related party, accrued interest payable –

related party, and advances from related party.

The Buyer acquired 4,247,666 shares of the Company’s

Common Stock, representing 69.7 % of the issued and outstanding shares of Common Stock.

As such, the SPA resulted in a change of control

of the Company.

November 29, 2021, the Company converted from a Virginia corporation to a Nevada corporation.

December 15, 2021, the Company filed with the Nevada Secretary of State amended and restated articles of incorporation.

The amended and

restated articles had the effect of (i) increasing the Company’s authorized common stock to 100 million shares, (ii) increasing

the Company’s authorized preferred stock to 20 million shares, and (iii) reducing the par value of each of the Company’s

common stock and preferred stock to $ 0.0001 per share.

stock and additional paid-in capital for all periods presented in these interim unaudited financial statements have been adjusted retroactively

to reflect the reduction in par value.

December 17, 2021, the majority shareholder and board of directors approved an amendment to the amended and restated articles of incorporation

that would change the Company’s name from Waterside Capital Corporation to Metavesco, Inc.

The name change will not be effective

until it is cleared by the Financial Industry Regulatory Authority (“FINRA”).

interim unaudited financial statements herein have been prepared by the Company pursuant to the rules and regulations of the United States

Securities and Exchange Commission (“SEC”).

The accompanying interim unaudited financial statements have been prepared under

the presumption that users of the interim financial information have either read or have access to the audited financial statements for

the latest fiscal year ended June 30, 2021.

Accordingly, note disclosures which would substantially duplicate the disclosures contained

on June 30, 2021, audited financial statements have been omitted from these interim unaudited financial statements.

The Company evaluated

all subsequent events and transactions through the date of filing this report.

CAPITAL CORPORATION

4 unchanged sentences

all adjustments considered necessary for a fair presentation have been included.

Operating results for the three months ended September

30, 2021, are not necessarily indicative of the results that may be expected for the year ending June 30, 2022.

For further information,

refer to the audited financial statements and notes for the year ended June 30, 2021, included in the Company’s Annual Report on

Form 10-K filed with the SEC on September 1, 2021.

Operating results for the three and six months ended

December 31, 2021, are not necessarily indicative of the results that may be expected for the year ending June 30, 2022.

information, refer to the audited financial statements and notes for the year ended June 30, 2021, included in the Company’s Annual

Report on Form 10-K filed with the SEC on September 1, 2021.

accompanying financial statements of our Company have been prepared in accordance with accounting principles generally accepted in the

11 unchanged sentences

It is expected

over the next nine to twelve months, the proceeds of the demand promissory note will be expended on professional fees, transfer agent,

Edgar agent, other administrative costs, plans to convert the Company from a Virginia corporation to a Nevada corporation and evaluating

Business Targets.

Thereafter, the Company expects to secure additional financing from Ryan Schadel and other sources.

over the next six to nine months, the proceeds of the demand promissory note will be expended on professional fees, transfer agent, Edgar

agent, other administrative costs and evaluating Business Targets.

Thereafter, the Company expects to secure additional financing from

Ryan Schadel and other sources.

The Company does not presently possess sufficient resources to satisfy it obligations.

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

54 unchanged sentences

The BCF is amortized into interest expense over the life of the related debt.

Company follows subtopic 850-10 of the FASB Accounting Standards Codification (“ASC”) for the identification of related parties

and disclosure of related party transactions.

Company follows subtopic 850-10 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

for the identification of related parties and disclosure of related party transactions.

financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense

67 unchanged sentences

TO UNAUDITED FINANCIAL STATEMENTS

3 – NOTE PAYABLE

3 – NOTES PAYABLE – RELATED PARTIES

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

21 unchanged sentences

discounts and exclusive of accrued interest).

the three months ended September 30, 2021, Roran made non-interest bearing, unsecured, short-term cash advances to the Company totaling

the six months ended December 31, 2021, Roran made non-interest bearing, unsecured, short-term cash advances to the Company totaling

$ 18,367 for the purpose of paying all accounts payable before the closing date of the SPA.

3 unchanged sentences

OF AMOUNTS OWNED TO RELATED PARTIES

note payable – related party

on convertible note payable – related party

from related party

of convertible note payable, accrued interest and advances – related party

a result of Roran agreeing to forgive all obligations, as of September 30, 2021, no obligations are due to Roran.

forgiven by Roran

September 2, 2021

Convertible note payable –

related party

Interest on convertible note payable –

related party

Advance from related

Forgiveness of convertible

note payable, accrued interest and advances – related party

a result of Roran agreeing to forgive all obligations, as of December 31, 2021, no obligations are due to Roran.

Promissory Note

October 18, 2021, the Company issued a Promissory Note in the principal amount of $ 100,000 (the “Promissory Note”) for cash

to Ryan Schadel (the “Holder”), the Company’s Chief Executive Officer, sole director and majority stockholder.

Promissory Note bears interest at the rate of 0.01 % per annum.

Any unpaid principal amount and any accrued interest is due on October

The Holder may demand payment of all or any portion of the outstanding principal and interest at any time.

The Promissory Note

is unsecured and there is no prepayment penalty.

CAPITAL CORPORATION

5 unchanged sentences

OF CONVERTIBLE DEBTS

Note Payable (See Note 3)

on Convertible Note Payable

to related parties

Convertible Note Payable (See Note

Interest on Convertible Note Payable

5 – SHAREHOLDER DEFICIT

3 unchanged sentences

common stock of the Company held by Roran for a total purchase price of $ 385,000 .

In conjunction with the SPA, the Roran agreed to forgive

In conjunction with the SPA, Roran agreed to forgive

all amounts due to Roran by the Company totaling $ 207,644 , which is comprised of convertible note payable – related party, accrued

2 unchanged sentences

of convertible note payable, accrued interest and advances – related party of $ 207,644 is recorded as an increase in additional

paid-in capital within the statement of shareholders’ deficit, as the debt forgiven is in essence a capital transaction.

paid-in capital within the statements of shareholders’ deficit, as the debt forgiven is in essence a capital transaction.

December 15, 2021, the Company filed with the Nevada Secretary of State amended and restated articles of incorporation.

The amended and

restated articles had the effect of (i) increasing the Company’s authorized common stock to 100 million shares, (ii) increasing

the Company’s authorized preferred stock to 20 million shares, and (iii) reducing the par value of each of the Company’s

common stock and preferred stock to $ 0.0001 per share.

stock and additional paid-in capital for all periods presented in these interim unaudited financial statements have been adjusted retroactively

to reflect the reduction in par value.

6 – SUBSEQUENT EVENTS

Promissory Note – Related Party

October 18, 2021, the Company issued a promissory note in the principal amount of $ 100,000 (the “Note”) for cash to Ryan

Schadel (the “Holder”), the Company’s Chief Executive Officer, sole director and majority stockholder.

The Note bears

interest at the rate of 0.01 % per annum.

Any unpaid principal amount and any accrued interest is due on October 18, 2022.

may demand payment of all or any portion of the outstanding principal and interest be paid at any time.

The Note is unsecured and there

is no prepayment penalty.

October 21, 2021, the Company mailed to stockholders a notice (the “Notice”) that a special meeting of the Company’s

stockholders will be held at 9:00 a.m., local time, on November 15, 2021 at the Hampton Inn Business Center, 450 Jesse Jewell Pkwy SW,

Gainesville, GA 30501, where stockholders will be asked to vote on the Company’s conversion from a Virginia corporation to a Nevada

The Company currently has only one class of stock outstanding and Ryan Schadel, the Company’s Chief Executive Officer

and Secretary, who holds a controlling amount of issued and outstanding common stock, is expected to vote his shares “FOR”

the approval of the conversion.

As such we expect the conversion will be approved.

Company has evaluated all events that occurred after the balance sheet date through the date of the filing of this Quarterly Report on

Form 10-Q to determine if they must be reported, and there are no subsequent events to be reported.

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