What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-10-07 compared with 2021-09-01 · 307 added, 208 removed, 128 unchanged (80% of the section changed)

1 unchanged sentence

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

“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

Schadel, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and

procedures as of June 30, 2022.

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.

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 the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that

our disclosure controls and procedures were not effective as of June 30, 2022 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

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.

Report on Internal Control Over Financial Reporting

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

Schadel, as our Chief Executive Officer and Chief 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.

An evaluation of the

effectiveness of the Company’s internal control over financial reporting was performed as of June 30, 2022.

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”).

Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission

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

2 unchanged sentences

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,

on our evaluation under the criteria set forth in 2013 Internal Control — Integrated Framework, our Chief Executive Officer and Chief Financial Officer concluded that,

as of June 30, 2022, 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.

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.

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.

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.

However, to the extent

possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate

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 weakness.

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.

Plan for Material Weaknesses in Internal Control over Financial Reporting

16 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

6 unchanged sentences

with respect to our current directors is shown below.

Zindel Zelmanovitch

Chief Executive

Officer, Chairman, Secretary, Chief Financial Officer

Executive Officer, 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.

From 1982 through October 2000 Mr.

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.

Zelmanovitch received an M.B.A.

degree from C.W.

Post Center of Long Island University in 1979.

Schadel has served as our Chief Executive Officer, Chief Financial Officer and a member of our board of directors since acquiring

voting control on September 2, 2021.

Prior to this, Mr.

Schadel served as a CEO of Labor Smart, Inc., a blue collar staffing

company, from May 2011 to February 2021.

Relationships

Zelmanovitch is the father of Yitzhak Zelmanovitch, who is the manager of Roran.

Regarding Our Executive Officers

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.

in Certain Legal Proceedings

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

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.

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

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,

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

1 unchanged sentence

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.

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

33 unchanged sentences

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.

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

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;

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 October 7, 2022, 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 owned.

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.

6 unchanged sentences

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

West 31 st Street

York, NY 10001

Great Neck Road 1272-384

Virginia Beach, VA 23454

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Series A Convertible Preferred Stock

Beneficial Owner (1)

Number of Shares Beneficially Owned

Percentage of Class (2)

Number of Shares Beneficially Owned (4)

Percentage of Class (3)

Ryan Schadel, Chief Executive Officer, Chief Financial Officer, Sole Director

4,264,266 (4)

All executive officers and directors as a group (1 person)

Timothy Hackbart

Daniel Giancola

otherwise noted, the address of the reporting person is c/o Metavesco, Inc., 410 Peachtree Pkwy, Suite 4245, Cumming, GA 30041

on 6,082,214 shares of common stock outstanding as of October 7, 2022 and shares of common stock that the reporting person has

the right to acquire within 60 days from the date thereof.

on 22 shares of Series A Convertible Preferred Stock outstanding as of October 7, 2022.

share of our Series A Convertible Preferred Stock converts into 100,000 shares of our common stock.

Series A Convertible Preferred

Stock are non-voting.

Holders of Series Preferred Stock holdings in shares of common stock of the Company may not exceed 9.99%.

limitation may be waived by the Holder with 61 days’ prior notice.

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 owed to Roran rather than the SBA.

Waterside satisfied the judgment in full on May 16, 2019

as Roran agreed to forgive the judgment.

September 19, 2017, the Company issued a Convertible Promissory Note in an amount up to $150,000 in favor of Roran which was increased

to $200,000 on June 17, 2019 and $250,000 on December 13, 2019 (the “ Note ”).

The Note was issued pursuant to a Convertible

Loan Agreement with Roran (the “ Loan Agreement ”).

All outstanding principal and accrued interest on the Note is due

and payable on the maturity date, which was March 19, 2019 and then extended to September 19, 2019 and then June 19, 2020 and a further

extension is being negotiated.

Amounts borrowed under the Note bear interest at 12% per annum.

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.

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

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

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

Each advance under the Loan Agreement will be documented under a Convertible Promissory Note issued by the Company in favor

of Roran (the “Note”).

The Note bears interest at the rate of 12% per annum.

Roran has the right to convert all or any portion

of the Note into shares of the Company’s common stock at a conversion price equal to 60% of the share price.

The Company recorded

a BCF due to the conversion option of $116,800, which has been fully amortized as of September 30, 2019.

The debt discount has been amortized

as interest expense through September 30, 2019.

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

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

Although the maturity

date has passed, Roran has agreed to extend the loan and advance additional funds until further negotiations have been concluded.

June 8, 2020, Roran converted $124,500 principal amount of its promissory note with the Company and $25,500 of accrued and unpaid interest

thereon, totaling $150,000, into 4,166,666 shares of Company Common Stock at the stated conversion price per share of $0.036.

The remaining

balance due on the promissory note, as of the conversion date, was $104,838 in principal and $19,988 in interest.

As a result of the

advances made pursuant to the Loan Agreement, the Company has incurred total obligations of $149,838 as of June 30, 2021 (net of debt

discounts and exclusive of accrued interest).

the year ended June 30, 2022, 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.

September 2, 2021, in conjunction with the SPA, Roran agreed to forgive all obligations 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.

forgiven by Roran on September 2, 2021

Convertible note payable – related party

Interest on convertible note payable – related party

Advance from related party

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

a result of Roran agreeing to forgive all obligations, as of June 30, 2022, no obligations are due to Roran.

Promissory Notes – Related Party

March 4, 2022, the Company issued a Convertible Promissory Note in the principal amount of $40,874 (the “Promissory Convertible

Note”), for value received being comprised of 1 (one) bitcoin, to Ryan Schadel (the “Holder”), the Company’s

Chief Executive Officer, sole director and majority stockholder.

The Convertible Promissory Note bears interest at the rate of 3.5% per

Any unpaid principal amount and any accrued interest is due on March 4, 2027.

The Promissory Note is unsecured and there is no

prepayment penalty.

At the option of the Holder, the Promissory Convertible Note is convertible into shares of the Company’s common

stock at a conversion price of $0.50 per share.

The closing price of the Company’s common stock was $1.25 per share on the date

the Promissory Convertible Note was issued.

As a result of the conversion price being lower than the market price of the Company’s

common stock on the date of issuance, the Company recognized a beneficial conversion feature of $40,874 upon issuance.

The Company recorded

the beneficial conversion feature as a discount (up to the face amount of the applicable note) to be amortized over the life of the related

During the year ended June 30, 2022, $2,641 of discount amortization is included in interest expense.

At June 30, 2022, there was

an unamortized discount balance of $38,233 to be amortized through March 2027.

March 10, 2022, the Company issued a Convertible Promissory Note in the principal amount of $59,986 (the “Promissory Convertible

Note”), for value received being comprised of 22.86012412 Ether, to Ryan Schadel (the “Holder”), the Company’s

Chief Executive Officer, sole director and majority stockholder.

The Convertible Promissory Note bears interest at the rate of 3.25%

Any unpaid principal amount and any accrued interest is due on March 10, 2027.

The Promissory Note is unsecured and there

is no prepayment penalty.

At the option of the Holder, the Promissory Convertible Note is convertible into shares of the Company’s

common stock at a conversion price of $0.50 per share.

The closing price of the Company’s common stock was $1.42 per share on the

date the Promissory Convertible Note was issued.

As a result of the conversion price being lower than the market price of the Company’s

common stock on the date of issuance, the Company recognized a beneficial conversion feature of $59,986 upon issuance.

The Company recorded

the beneficial conversion feature as a discount (up to the face amount of the applicable note) to be amortized over the life of the related

During the year ended June 30, 2022, $3,679 of discount amortization is included in interest expense.

At June 30, 2022, there was

an unamortized discount balance of $56,307 to be amortized through March 2027.

May 6, 2022, the Company issued a Convertible Promissory Note in the principal amount of $100,000 (the “Promissory Convertible

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

The Convertible Promissory Note bears interest at the rate of 3.25% per annum.

Any unpaid principal amount and any accrued

interest is due on May 6, 2027.

The Promissory Note is unsecured and there is no prepayment penalty.

At the option of the Holder, the

Promissory Convertible Note is convertible into shares of the Company’s common stock at a conversion price of $0.50 per share.

The closing price of the Company’s common stock was $1.45 per share on the date the Promissory Convertible Note was issued.

a result of the conversion price being lower than the market price of the Company’s common stock on the date of issuance, the Company

recognized a beneficial conversion feature of $100,000 upon issuance.

The Company recorded the beneficial conversion feature as a discount

(up to the face amount of the applicable note) to be amortized over the life of the related note.

During the year ended June 30, 2022,

$3,012 of discount amortization is included in interest expense.

At June 30, 2022, there was an unamortized discount balance of $96,988

to be amortized through May 2027.

May 9, 2022, the Company issued a Convertible Promissory Note in the principal amount of $100,000 (the “Promissory Convertible

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

The Convertible Promissory Note bears interest at the rate of 3.25% per annum.

Any unpaid principal amount and any accrued

interest is due on May 9, 2027.

The Promissory Note is unsecured and there is no prepayment penalty.

At the option of the Holder, the

Promissory Convertible Note is convertible into shares of the Company’s common stock at a conversion price of $0.50 per share.

The closing price of the Company’s common stock was $1.415 per share on the date the Promissory Convertible Note was issued.

a result of the conversion price being lower than the market price of the Company’s common stock on the date of issuance, the Company

recognized a beneficial conversion feature of $100,000 upon issuance.

The Company recorded the beneficial conversion feature as a discount

(up to the face amount of the applicable note) to be amortized over the life of the related note.

During the year ended June 30, 2022,

$2,848 of discount amortization is included in interest expense.

At June 30, 2022, there was an unamortized discount balance of $97,152

to be amortized through May 2027.

June 29, 2022, the Company issued a Convertible Promissory Note in the principal amount of $40,000 (the “Promissory Convertible

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

The Convertible Promissory Note bears interest at the rate of 3.25% per annum.

Any unpaid principal amount and any accrued

interest is due on June 29, 2027.

The Promissory Note is unsecured and there is no prepayment penalty.

At the option of the Holder, the

Promissory Convertible Note is convertible into shares of the Company’s common stock at a conversion price of $0.50 per share.

The closing price of the Company’s common stock was $1.00 per share on the date the Promissory Convertible Note was issued.

a result of the conversion price being lower than the market price of the Company’s common stock on the date of issuance, the Company

recognized a beneficial conversion feature of $40,000 upon issuance.

The Company recorded the beneficial conversion feature as a discount

(up to the face amount of the applicable note) to be amortized over the life of the related note.

During the year ended June 30, 2022,

$22 of discount amortization is included in interest expense.

At June 30, 2022, there was an unamortized discount balance of $39,978

to be amortized through May 2027.

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, 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.

In accordance with ASC 470-50-40-2, the resulting forgiveness

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

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

1 unchanged sentence

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

14 PRINCIPAL ACCOUNTING FEES AND SERVICES

following table provides information regarding the fees billed to us by Hudgens CPA, PLLC and Haskell & White LLP in the years ended

June 30, 2022, and 2021.

All fees described below were approved by the Board:

the years ended June 30

For the years ended June 30

Audit Fees (1)

Audit Related Fees (2)

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.

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.

April 13, 2022, Haskell & White LLP resigned as the Company’s independent registered public accounting firm.

2022, the Board of Directors of the Company appointed Hudgens CPA, PLLC as the Company’s new independent registered public

accounting firm.

Audit Fees attributable to Hudgens CPA, PLLC and Haskell & White LLP in 2022 is $4,250 and $24,150, respectively.

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.

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.

Other Fees consists of fees for other miscellaneous items.

Policies and Procedures

10 unchanged sentences

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.

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.

exhibits listed in the attached Exhibit Index are filed as part of this Annual Report pursuant to Item 601 of Regulation

FORM 10-K SUMMARY

Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Commission on December 21, 2021).

Certificate of Designations for the Series A Preferred Stock, filed with the Nevada Secretary of State on March 11, 2022 (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Commission on March 15, 2022).

Certificate of Amendment to the registrant’s Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Commission on May 24, 2022).

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the Commission on December 21, 2021).

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(*).

Securities Purchase Agreement, dated as of September 2, 2021, by and between the Company, Ryan Schadel, and Roran Capital LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on September 9, 2021).

Debt Forgiveness Agreement and Cancellation of Note dated September 2, 2021 by and between the Company and Roran Capital LLC (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Commission on September 9, 2021)

Promissory Note, dated October 18, 2021, issued by the registrant to Ryan Schadel (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on October 21, 2021).

Convertible Promissory Note, dated March 4, 2022, issued by the registrant in favor of Ryan Schadel (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on March 7, 2022).

Convertible Promissory Note, dated March 10, 2022, issued by the registrant in favor of Ryan Schadel (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on March 11, 2022).

Securities Purchase Agreement by and among Waterside Capital Corporation and Buyer #1 dated as of March 16, 2022 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).

Common Stock Purchase Warrant #1 issued to Buyer #1 on March 16, 2022 for 1,000,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.30 per share (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).

Common Stock Purchase Warrant #2 issued to Buyer #1 on March 16, 2022 for 1,000,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.50 per share (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022)

Common Stock Purchase Warrant #3 issued to Buyer #1 on March 16, 2022 for 1,000,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.75 per share (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022)

Securities Purchase Agreement by and among Waterside Capital Corporation and Buyer #2 dated as of March 16, 2022 (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022)

Common Stock Purchase Warrant #1 issued to Buyer #2 on March 16, 2022 for 1,000,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.30 per share (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022)

Common Stock Purchase Warrant #2 issued to Buyer #2 on March 16, 2022 for 1,000,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.50 per share (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022)

Stock Purchase Warrant #3 issued to Buyer #2 on March 16, 2022 for 1,000,000 shares of Common Stock of Waterside Capital Corporation

(incorporated by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22,

Securities Purchase Agreement by and among Waterside Capital Corporation and Buyer #3 dated as of March 16, 2022 (incorporated by reference to Exhibit 10.9 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022)

Common Stock Purchase Warrant #1 issued to Buyer #3 on March 16, 2022 for 200,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.30 per share (incorporated by reference to Exhibit 10.10 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022)

Common Stock Purchase Warrant #2 issued to Buyer #3 on March 16, 2022 for 200,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.50 per share (incorporated by reference to Exhibit 10.11 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022)

Common Stock Purchase Warrant #3 issued to Buyer #3 on March 16, 2022 for 200,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.75 per share (incorporated by reference to Exhibit 10.12 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022)

Convertible Promissory Note, dated May 6, 2022, issued by the registrant in favor of Ryan Schadel (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on May 10, 2022).

Convertible Promissory Note, dated May 9, 2022, issued by the registrant in favor of Ryan Schadel (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Commission on May 10, 2022).

Note Purchase Agreement, dated May 10, 2022, by and between the registrant and Timothy Hackbart (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the Commission on May 10, 2022).

Convertible Promissory Note, dated May 10, 2022, issued by the registrant in favor of Timothy Hackbart (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the Commission on May 10, 2022).

Demand Promissory Note, dated June 29, 2022, issued by the registrant in favor of Ryan Schadel (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on July 1, 2022).

Note Purchase Agreement, dated as of August 12, 2022, by and between Metavesco, Inc.

and Laborsmart, Inc.

(incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on August 18, 2022).

Demand Promissory Note issued on August 12, 2022 by Metavesco, Inc.

in favor of Laborsmart, Inc.

(incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Commission on August 18, 2022).

Securities Purchase Agreement, dated as of August 12, 2022, by and between Metavesco, Inc.

and Tom Zarro (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the Commission on August 18, 2022).

Demand Promissory Note issued on August 12, 2022 by Metavesco, Inc.

in favor of Tom Zarro (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the Commission on August 18, 2022).

Common Stock Purchase Warrant issued on August 12, 2022 by Metavesco, Inc.

to Tom Zarro (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the Commission on August 18, 2022).

Amendment to Demand Promissory Note, dated as of August 29, 2022, issued by the registrant to Ryan Schadel (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the Commission on September 2, 2022)

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

Certification of the Chief Financial 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*.

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.

6 unchanged sentences

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.

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

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

WATERSIDE CAPITAL CORPORATION

ZINDEL ZELMANOVITCH

Chief Executive Officer, Chief Financial Officer (Principal

Executive Officer and Principal Accounting Officer)

October 7, 2022

Executive Officer and Chief Financial 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

Executive Officer, Chief Financial Officer and Sole Director

October 7, 2022

Executive Officer, Principal Financial Officer and Principal Accounting 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