-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KemTeFZhanVhIfKt81XlOZU3rFS4sJOHcLzAuBx0oHkJ4tQoJyKfeeRnH6+qA6mO UzvMYPTul3PckI6et4ku8A== 0001226380-09-000004.txt : 20091113 0001226380-09-000004.hdr.sgml : 20091113 20091112181700 ACCESSION NUMBER: 0001226380-09-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091113 DATE AS OF CHANGE: 20091112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WATERSIDE CAPITAL CORP CENTRAL INDEX KEY: 0000924095 IRS NUMBER: 541694665 STATE OF INCORPORATION: VA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-53743 FILM NUMBER: 091178533 BUSINESS ADDRESS: STREET 1: 300 EAST MAIN STREET CITY: NORFOLK STATE: VA ZIP: 23510 BUSINESS PHONE: 7576261111 MAIL ADDRESS: STREET 1: 300 EAST MAIN STREET STREET 2: #1380 CITY: NORFOLK STATE: VA ZIP: 23510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FITZGERALD ROBERT E CENTRAL INDEX KEY: 0001226380 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 3011 CEDARWOOD LANE CITY: FALLS CHURCH STATE: VA ZIP: 22042 SC 13D 1 watersidetwo.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Waterside Capital Corporation - ----------------------------------------------------------------------------- (Name of Issuer) Common Stock - ----------------------------------------------------------------------------- (Title of Class of Securities) 811-08387 ------------------------------------- (CUSIP Number) Robert Fitzgerald 3959 Pender Drive, Suite 330, Fairfax, Virginia 22030 (571)205-2469 - ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 29, 2009 ------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 811-08387 13D PAGE 2 OF 5 - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert Fitzgerald ###-##-##### - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ----------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 186,849 SHARES ------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 186,849 WITH ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 186,849 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 811-08387 Page 3 of 5 ORIGINAL REPORT ON SCHEDULE 13D ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, par value $0.01 per share (the "Shares") of Waterside Capital Corporation (the "Company"). The Company has its principal executive offices at 3092 Brickhouse Court, Virginia Beach, Virginia 23452. ITEM 2. IDENTITY AND BACKGROUND This statement is filed by Robert Fitzgerald ("Reporting Person"). Reporting Person's principal business address is 3959 Pender Drive, Suite 330 Fairfax, Virginia 22030. Reporting Person's principal occupation is investing assets held by or on behalf of his family. During the past five years, reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to civil proceedings of a judicial or administrative body of competent jurisdiction as a result of which Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Reporting Person is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS The Shares were purchased from Reporting Persons personnel funds. ITEM 4. PURPOSE OF THE TRANSACTION The Reporting Person acquired the shares of Common Stock of the Issuer for general investment purposes. The Reporting Person will continuously evaluate its ownership of Common Stock and the Issuer's business and industry. Depending on market conditions and other factors that the Reporting Person may deem material to their investment decision, including the availability of other investment opportunities, the Reporting Person may from time to time acquire additional shares of Common Stock in the open market or in privately negotiated transactions or dispose of all or a portion of the shares of Common Stock that such Reporting Person now owns or may hereafter acquire. Without limitation of the foregoing (and consistent with their investment purpose), the Reporting Person will continue to consider alternative courses of action and will in the future take such actions with respect to their investment in the Issuer as they deem appropriate in light of the circumstances existing from time to time. Such actions may include requesting meetings with management, making recommendations to members of management concerning various business strategies, acquisitions, policies, seeking to acquire control of the Issuer through a merger, proxy solicitation, tender offer, significant equity investment, exchange offer or otherwise, or such other actions as the Reporting Person may deem appropriate. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Reporting Person may be deemed to beneficially own 186,849 Shares (9.7% of the outstanding Shares, based on 1,915,548 Shares outstanding pursuant to the Company's Annual Report on Form N-30D filed on October 21, 2009). (b) reporting Person may be deemed to have sole voting and dispositive power for all such Shares. (c) The following transactions were effective by the Reporting Person during the 60 days preceding the date of filing of this Schedule 13D: Date Buy/Sell Number of Shares Price per Share 11/12/09 Buy 1,939 0.37 11/09/09 Buy 95,000 0.46 10/29/09 Sell 45,000 0.41 10/28/09 Sell 30,000 0.48 10/27/09 Sell 10,000 0.58 10/22/09 Sell 10,795 0.65 (d) No person other than Reporting Person has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Not Applicable. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS: Not Applicable. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 12, 2009 By: /s/ Robert Fitzgerald ------------------------------- Robert Fitzgerald -----END PRIVACY-ENHANCED MESSAGE-----