0001493152-18-015741.txt : 20181113 0001493152-18-015741.hdr.sgml : 20181113 20181113155650 ACCESSION NUMBER: 0001493152-18-015741 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 33 CONFORMED PERIOD OF REPORT: 20180930 FILED AS OF DATE: 20181113 DATE AS OF CHANGE: 20181113 FILER: 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 811-08387 FILM NUMBER: 181177782 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 10-Q 1 form10-q.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the quarterly period ended September 30, 2018

 

OR

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to ________

 

Commission File Number: 811-8387

 

WATERSIDE CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Virginia   54-1694665
(State of incorporation)  

(I.R.S. Employer Identification No.)

 

140 West 31st Street, 2nd Floor, New York, New York 10001   (212) 686-1515
(Address of principal executive offices)   (Registrant’s telephone number, including area code)

 

Securities registered under Section 12(b) of the Act:
Title of each class registered:   Name of each exchange on which registered:
None   None

 

Securities registered under Section 12(g) of the Act:

None

(Title of class)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and, (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [X]

 

Indicate by check mark whether the registrant is a Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [  ] Non-accelerated filer [  ]
     
  Smaller reporting company [X] Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [X] No [  ]

 

The outstanding number of shares of common stock as of November 9, 2018 was: 1,915,548.

 

Documents incorporated by reference: None

 

 

 

   

 

 

WATERSIDE CAPITAL CORPORATION

FORM 10-Q

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION  
       
ITEM 1.   Financial Statements 3
    Balance Sheets as of September 30, 2018 (unaudited) and June 30, 2018 3
    Statements of Operations for the three months ended September 30, 2018 and 2017 (unaudited) 4
    Statements of Cash Flows for the three months ended September 30, 2018 and 2017 (unaudited) 5
    Notes to Financial Statements 6
   
ITEM 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations 13
       
ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk 18
       
ITEM 4.   Controls and Procedures 18
       
PART II. OTHER INFORMATION  
       
ITEM 1.   Legal Proceedings 20
       
ITEM 1A.   Risk Factors 20
       
ITEM 2.   Unregistered Sales of Equity Securities and Use of Proceeds 20
       
ITEM 3.   Defaults Upon Senior Securities 20
       
ITEM 4.   Mine Safety Disclosures 20
       
ITEM 5.   Other Information 21
       
ITEM 6.   Exhibits 21
       
    SIGNATURES 22

 

 2 
 

 

PART I

FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

WATERSIDE CAPITAL CORPORATION

BALANCE SHEETS

As of September 30, 2018 (Unaudited) and June 30, 2018

 

   June 30, 2018   Sept 30, 2018 
         

(Unaudited)

 
ASSETS          
Cash  $4,624   $17,650 
TOTAL ASSETS  $4,624   $17,650 
           
LIABILITIES & EQUITY          
Liabilities          
Current Liabilities          
Accounts Payable  $6,595   $2,845 
Convertible Note Payable - Roran, net of debt discount   63,055    86,639 
Accrued Interest Payable   163,261    169,174 
Judgment Payable   10,427,300    10,427,300 
Total Current Liabilities   10,660,211    10,685,958 
           
Total Liabilities   10,660,211    10,685,958 
           
Equity          
Common Stock, par value $1.00, 10,000,000 shares authorized, 1,915,548 shares issued and outstanding   1,915,548    1,915,548 
Additional Paid-In Capital   15,539,813    15,556,480 
Accumulated Deficit   (28,110,948)   (28,140,336)
Total Equity   (10,655,587)   (10,688,308)
TOTAL LIABILITIES & EQUITY  $4,624   $17,650 

 

See the accompanying Notes, which are an integral part of these unaudited Financial Statements

 

 3 
 

 

WATERSIDE CAPITAL CORPORATION

STATEMENTS OF OPERATIONS

For the Three Months Ended September 30, 2018 and 2017

(Unaudited)

 

   2018   2017 
         
Income          
Interest – Other  $-   $- 
Total Income   -    - 
           
Expense          
Administrative Expenses   8,223    24,761 
Interest Expense   21,165    601 
Total Expense   29,388    25,362 
           
Net loss  $29,388   $25,362 
           
Weighted Average Number of Common Shares Outstanding – Basic and Diluted   1,915,548    1,915,548 
Net Loss Per Share-Basic and Diluted  $(0.02)  $(0.01)

 

See the accompanying Notes, which are an integral part of these unaudited Financial Statements

 

 4 
 

 

WATERSIDE CAPITAL CORPORATION

STATEMENTS OF CASH FLOWS

For the Three Months Ended September 30, 2018 and 2017

(Unaudited)

 

   2018   2017 
OPERATING ACTIVITIES          
Net Loss  $(29,388)  $(25,362)
Adjustments to reconcile Net Loss to net cash used in operations:          
Debt Discount   15,251    - 
Accounts Payable   (3,750)   2,845 
Accrued Interest Payable   5,913    601 
Net cash used by Operating Activities   (11,974)   (21,916)
FINANCING ACTIVITIES          
Proceeds from convertible note payable- from Roran Capital   25,000    21,916 
Net cash provided by Financing Activities   25,000    21,916 
Net cash increase for period   13,026    - 
Cash at beginning of period   4,624    - 
Cash at end of period  $17,650    - 
           
Supplemental Non-Cash Investing and Financing Activities          
           
Intrinsic value of embedded beneficial conversion option on convertible note payable  $16,667    14,611 

 

See the accompanying Notes, which are an integral part of these unaudited Financial Statements

 

 5 
 

 

WATERSIDE CAPITAL CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2018

 

NOTE 1 – ORGANIZATION AND OPERATIONS

 

Waterside Capital Corporation (the “Company”) was incorporated in the Commonwealth of Virginia on July 13, 1993 and was a closed-end investment company licensed by the Small Business Administration (the “SBA”) as a Small Business Investment Corporation (“SBIC”). The Company previously made equity investments in, and provided loans to, small businesses to finance their growth, expansion, and development. Under applicable SBA regulations, the Company was restricted to investing only in qualified small businesses as contemplated by the Small Business Investment Act of 1958. As a registered investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), the Company’s investment objective was to provide its shareholders with a high level of income, with capital appreciation as a secondary objective. The Company made its first investment in a small business in October 1996.

 

On May 28, 2014, with the Company’s consent, the court having jurisdiction over the action filed by the SBA (the “Court”) entered a Consent Order and Judgment Dismissing Counterclaim, Appointing Receiver, Granting Permanent Injunctive Relief and Granting Money Judgment (the “Order”). The Order appointed the SBA receiver of the Company for the purpose of marshaling and liquidating in an orderly manner all of the Company’s assets and entered judgment in favor of the United States of America, on behalf of the SBA, against the Company in the amount of $11,770,722. The Court assumed jurisdiction over the Company and the SBA was appointed receiver effective May 28, 2014.

 

The Company effectively stopped conducting an active business upon the appointment of the SBA as receiver and the commencement of the court ordered receivership (the “Receivership”). Over the course of the Receivership the activity of the Company was limited to the liquidation of the Company’s assets by the receiver and the payment of the proceeds therefrom to the SBA and for the expenses of the Receivership. On June 28, 2017 the Receivership was terminated with the entry of a Final Order by the Court. The Final Order specifically stated that “Control of Waterside shall be unconditionally transferred and returned to its shareholders c/o Roran Capital, LLC (“Roran”) upon notification of entry of this Order”. Upon termination of the Receivership Roran took possession of all books and records made available to it by the SBA, and Roran expended, and has continued to expend, its own funds to maintain the viability of the Company.

 

The Company has no operating assets of any value, and the Company no longer has the SBIC license from the SBA. The Company is clearly no longer operating as a registered investment company under the Investment Company Act. The Company will now seek to either (i) enter into a new business; or, (ii) merge with, or otherwise acquire, an active business which would benefit from operating as a public entity, and has undertaken a search to identify the best possible candidate(s) in order to provide value to the shareholders of the Company.

 

The Company has filed with the SEC an Application pursuant to Section 8(f) of the Investment Company Act of 1940 for an order declaring that the Company has ceased to be a registered investment company. In response to that filing, the SEC issued to the Company comments in a letter dated May 16, 2018. The Company responded to those comments with the filing of an Amended Application on June 4, 2018. On October 30, 2018, in response to verbal comments from the SEC, the Company filed a Second Amended Application. As of the date of this Quarterly Statement, the Company has not received any response from the SEC in regard to the Second Amended Application.

 

Going Concern

 

The accompanying financial statements of our Company have been prepared in accordance with accounting principles generally accepted in the United States. The Company effectively ceased operations and it continues to have net losses through the date of these financial statements. Our financial statements have been presented on the basis that our business is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We are subject to the risks and uncertainties associated with a business with no operating business or assets and no revenue, as well as limitations on our operating capital resources. We have incurred operating losses and negative operating cash flows since the Receivership, and we expect to continue to incur operating losses and negative operating cash flows at least through the near future. Roran, which is a related party to the Company, has agreed to advance our Company funding in order to partially meet our most critical cash requirements. For further discussion of the advances made by Roran, see Notes 4 and 6.

 

 6 
 

 

WATERSIDE CAPITAL CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2018

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

Significant Accounting Policies

 

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s 2018 Annual Report.

 

Fiscal Year-End

 

The Company elected June 30th as its fiscal year-end date.

 

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.

 

Convertible Financial Instruments

 

The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP.

 

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

 

 7 
 

 

WATERSIDE CAPITAL CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2018

 

Beneficial conversion feature – The issuance of the convertible debt described in Note 4 generated a beneficial conversion feature (“BCF”), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the BCF by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, resulting in a discount on the convertible debt (recorded as a component of additional paid in capital). The BCF is amortized into interest expense over the life of the related debt.

 

Related Parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification (“ASC”) for the identification of related parties and disclosure of related party transactions.

 

Pursuant to ASC 850-10-20 related parties include (a) affiliates (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act) of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of ASC 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and, (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Commitments and Contingencies

 

The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, management evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

 8 
 

 

WATERSIDE CAPITAL CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2018

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

 

Deferred Tax Assets and Income Taxes Provision

 

The Company adopted the provisions of ASC 740-10-25-13. ASC 740-10-25-13 which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25-13.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

Tax years that remain subject to examination by major tax jurisdictions are generally the prior three (3) years for federal purposes, and the prior four (4) years for state purposes; however, as a result of the Company’s operating losses, all tax years remain subject to examination by tax authorities.

 

Net Loss Per Common Share

 

The Company computes net income or loss per share in accordance with ASC 260 Earnings Per Share. Under the provisions of the Earnings per Share Topic ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.

 

Recently Issued Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

 

 9 
 

 

WATERSIDE CAPITAL CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2018

 

NOTE 3 – NOTES PAYABLE

 

On March 30, 2010, the SBA notified the Company that its account had been transferred to liquidation status and that the then outstanding debentures of $16.1 million plus accrued interest (the “Debentures”) were due and payable within fifteen days of the date of the letter. The Company did not possess adequate liquid assets to make this payment. The Company negotiated terms of a settlement agreement with the SBA effective September 1, 2010, which allowed the Company’s management to liquidate the portfolio so long as there are no events of default. The Debentures were repurchased by the SBA in September 2010, represented by a Note Agreement between the SBA and the Company. The Note Agreement had a maturity of March 31, 2013. In the event of a default, the SBA had the ability to seek receivership.

 

On May 24, 2012 the SBA delivered to the Company a notice of an event of default for failure to meet the principal repayment schedule under the Note Agreement (the “Notice”). Under the terms of the Notice and the Note Agreement the SBA maintained a continuing right to terminate the Note Agreement and appoint a receiver to manage the Company’s assets.

 

On November 20, 2013 the SBA filed a complaint in the United States District Court for the Eastern District of Virginia seeking, among other things, receivership for the Company and a judgment in the amount outstanding under the Note Agreement plus continuing interest. The complaint alleged that as of October 31, 2013 there remained an outstanding balance of $11,762,634 under the Note Agreement, including interest, which continued to accrue at the rate of $2,021 per day. The SBA, in filing the complaint, requested that the court take exclusive jurisdiction of the Company and all of its assets wherever located and appoint the SBA as permanent receiver of the Company for the purpose of liquidating all of the Company’s assets and satisfying the claims of its creditors in the order of priority as determined by the court.

 

The Company initially took steps to contest the legal action initiated by the SBA and to oppose the receivership action. On April 29, 2014 the Board of Directors of the Company, as then constituted (the “Board”), met to reconsider the decision to contest the SBA’s legal action. In light of developments occurring since December of 2013, including projections of its portfolio companies and discussions with the SBA, the Board determined, after consultation with and advice of its counsel, that it was not in the best interests of the Company and its shareholders to continue to contest the legal action. The SBA was informed of this determination. The Board also decided to consent to the receivership process.

 

 10 
 

 

WATERSIDE CAPITAL CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2018

 

On May 28, 2014, with the Company’s consent, the court having jurisdiction over the action filed by the SBA (the “Court”) entered a Consent Order and Judgment Dismissing Counterclaim, Appointing Receiver, Granting Permanent Injunctive Relief and Granting Money Judgment (the “Order”). The Order appointed the SBA receiver of the Company for the purpose of marshaling and liquidating in an orderly manner all of the Company’s assets and entered judgment in favor of the United States of America, on behalf of the SBA, against the Company in the amount of $11,770,722. Such amount represents $11,700,000 in principal and $70,722 in accrued interest. The Court assumed jurisdiction over the Company and the SBA was appointed receiver effective May 28, 2014.

 

On June 28, 2017, the Receivership was terminated and a final order entered by the Court provided Roran with control of the Company. As of June 30, 2018, the Company’s outstanding judgment payable totaled $10,427,300, and interest payable totaled $156,933.

 

The 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 are now owed to Roran rather than the SBA. Upon purchase, the Company began to accrue interest that was due under the original terms of the judgment payable. The statutory interest rate is 0.094%. The Company has accrued $159,299 in interest on the judgment payable as of the period ended September 30, 2018.

 

On September 19, 2017, the Company entered into a Convertible Loan Agreement with Roran (the “Loan Agreement”). Pursuant to the Loan Agreement, Roran agreed to loan to the Company an amount not to exceed a total of $150,000 in principal over 18-months. 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 and is due in 18-months. 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.

 

As a result of the advances made pursuant to the Loan Agreement, the Company has incurred total obligations of $124,338 as of September 30, 2018. The Company recorded a BCF due the conversion option of $76,800, and the unamortized balance at September 30, 2018 is $37,699. The amount is netted against the note payable balance as a debt discount with the corresponding entry to additional paid-in capital. The debt discount has been amortized as interest expense through the maturity date in March 2019.

 

NOTE 4 - INVESTMENTS AND NOTES RECEIVABLE

 

The Company’s legacy assets primarily consisted of prior investments that were composed of equity and debt securities. During the Receivership, the investments were either in default or distressed in nature. The Receiver liquidated the assets through negotiations and the investments were written down to their estimated net realizable value through recognizing other-than-temporary impairment losses. During the year ended June 30, 2016, the Receiver liquidated the remaining investment assets and recognized a loss of $100,425.

 

As part of a settlement on an investment, during the year ended June 30, 2016, the Receiver exchanged part of an investment for two $75,000 notes receivable with consecutive 1 year terms. The first note receivable was repaid during the period ended September 30, 2016. The other $75,000 note receivable was transferred to the SBA to settle part of the accrued interest outstanding on the SBA judgment later in the 2017 fiscal year.

 

 11 
 

 

WATERSIDE CAPITAL CORPORATION

NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2018

 

NOTE 5 - RELATED PARTY TRANSACTIONS

 

The following individuals and entities have been identified as related parties based on their family affiliation with our Chairman of the Board:

 

  Yitzhak Zelmanovitch
   
  Roran Capital LLC

 

The following amounts were owed to related parties, affiliated with the CEO and Chairman of the Board, at the dates indicated:

 

   September 30, 2018 
Judgment Payable (acquired by Roran from SBA)  $10,427,300 
      
Interest on Judgment Payable  $159,299 
      
Convertible Note Payable (See Note 4)  $124,338 
      
Interest on Convertible Note Payable  $9,875 
   $10,720,812 

 

NOTE 6 – SUBSEQUENT EVENTS

 

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.

 

 12 
 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report, include forward-looking statements. Information in this report contains “forward looking statements” which may be identified by the use of forward-looking terminology, such as “may”, “shall”, “will”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, “believes”, “estimates”, “projects”, “targets”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. Statements in this report concerning the following, without limitation, are forward looking statements:

 

  ● future financial and operating results;
     
  ● our ability to fund operations and business plans, and the timing of any funding or corporate development transactions we may pursue;
     
  ● our ability to either (i) enter into a new business; or, (ii) merge with, or otherwise acquire, an active business which would benefit from operating as a public entity;
     
  ● current and future economic and political conditions;
     
  ● overall industry and market trends;
     
  ● management’s goals and plans for future operations; and
     
  ● other assumptions described in this report underlying or relating to any forward-looking statements.

 

All references to “Waterside”, “we”, “our,” “us” and the “Company” in this Item 2 refer to Waterside Capital Corporation.

 

The discussion in this section contains forward-looking statements. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “would” or “will” or the negative of these terms or other comparable terminology, but their absence does not mean that a statement is not forward-looking. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which could cause our actual results to differ from those projected in any forward-looking statements we make. You should understand that it is not possible to predict or identify all risks and uncertainties and you should not consider the risks and uncertainties identified by us to be a complete set of all potential risks or uncertainties that could materially affect us. You should not place undue reliance on the forward-looking statements we make herein because some or all of them may turn out to be wrong. We undertake no obligation to update any of the forward-looking statements contained herein to reflect future events and developments, except as required by law.

 

The following discussion of the results of operations for the three months ended September 30, 2018 and 2017, respectively, should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements because of a number of factors. An investment in our common stock involves a high degree of risk. Readers of this Quarterly Report on Form 10-Q should carefully consider the risks set forth in the Risk Factors and Business sections of our Annual Report on Form 10-K for the year ended June 30, 2018, filed with the SEC on September 5, 2018. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

 

 13 
 

 

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

 

Overview

 

The Company was formed in the Commonwealth of Virginia on July 13, 1993 and was a closed-end investment company licensed by the SBA as a SBIC. The Company previously made equity investments in, and provided loans to, small businesses to finance their growth, expansion, and development. Under applicable SBA regulations, the Company was restricted to investing only in qualified small businesses as contemplated by the Small Business Investment Act of 1958. As a registered investment company under the Investment Company Act, the Company’s investment objective was to provide its shareholders with a high level of income, with capital appreciation as a secondary objective. The Company made its first investment in a small business in October 1996.

 

In May 2014 the Company effectively ceased operations. The Company consented to a court order appointing the SBA as receiver of the Company for the purpose of marshaling and liquidating in an orderly manner all of the Company’s assets. That order also entered judgment in favor of the United States of America, on behalf of the SBA, against the Company in the amount of $11,770,722. The SBA was appointed receiver effective May 28, 2014.

 

Over the course of the Receivership the activity of the Company was limited to the liquidation of the Company’s assets by the receiver and the payment of the proceeds therefrom to the SBA and for the expenses of the Receivership. The SBIC license granted to the Company by the SBA was revoked by the SBA effective March 20, 2017. On June 28, 2017 the Receivership was terminated. The Final Order specifically stated that “Control of Waterside shall be unconditionally transferred and returned to its shareholders c/o Roran Capital, LLC (“Roran”) upon notification of entry of this Order.

 

Upon termination of the Receivership, Roran took possession of all books and records made available to it by the SBA, and Roran has expended, and continues to expend, its own funds to maintain the viability of the Company. With no assets and no SBIC license from the SBA, no income, and liabilities in excess of $10,000,000, it became clear to the Company that continuing to operate as a registered investment company was impossible. Roran provided assurances that it would fund reasonable expenses of the Company so long as progress was being made to reorganize the Company and seek a new business to undertake or to merge with an existing business. The New Board has continued to work toward achieving that goal.

 

The Company is no longer operating as a registered investment company under the Investment Company Act. The Company has engaged, and intends to continue to engage, qualified professionals and personnel in order to bring the Company current in its SEC filings and audits. Roran paid for the Company to file all delinquent SEC filings as a registered investment company. The Company believes that as of June 28, 2017 it ceased to be a registered investment company so it did not file as a registered investment company for the period ended June 30, 2017. Instead, the Company filed a Form 10-K for that period. Prior to the filing of that 10-K, on January 18, 2018 the Company filed with the SEC an Application pursuant to Section 8(f) of the Investment Company Act of 1940 for an order declaring that the Company has ceased to be a registered investment company. In response to that filing, the SEC issued to the Company comments in a letter dated May 16, 2018. The Company responded to those comments with the filing of an Amended Application on June 4, 2018. On October 30, 2018, in response to verbal comments from the SEC, the Company filed a Second Amended Application. As of the date of this Quarterly Statement, the Company has not received any response from the SEC in regard to the Second Amended Application.

 

 14 
 

 

From time-to-time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), or other standard setting bodies, relating to the treatment and recording of certain accounting transactions. Unless otherwise discussed herein, management of the Company has determined that these recent accounting pronouncements will not have a material impact on the financial position or results of operations of the Company.

 

Critical Accounting Policies

 

Critical Accounting Policies and Significant Judgments and Estimates

 

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements which we have been prepared in accordance with U.S. generally accepted accounting principles. In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material.

 

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.

 

While our significant accounting policies are described in more detail in Note 2 of our quarterly financial statements included in this Quarterly Report, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements:

 

Assumption as a Going Concern

 

Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. However, given our current financial position and lack of liquidity, there is substantial doubt about our ability to continue as a going concern.

 

Convertible Financial Instruments

 

The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP.

 

 15 
 

 

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

 

Beneficial Conversion Feature

 

The issuance of the convertible debt issued by the Company (described in Note 3 to the Financial Statements) generated a beneficial conversion feature (“BCF”), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the BCF by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, resulting in a discount on the convertible debt (recorded as a component of additional paid in capital).

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

  Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
  Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
  Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

 

Deferred Tax Assets and Income Taxes Provision

 

The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

 

 16 
 

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses and presently has no revenue-producing business, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

 

Comparison of Three Months Ended September 30, 2018 And 2017

 

During the three months ended September 30, 2018 and September 30, 2017, respectively, the Company did not have any operations and therefore there were no revenues. Expenses were limited to maintaining the Company in good standing and staying and becoming current, respectively, in its filing obligations with the SEC.

 

Administrative Expense

 

Professional fees totaled $8,223 for the three months ended September 30, 2018 compared to $24,761 for the three months ended September 30, 2017. The decrease of $16,538 was primarily due to less activity in the current period as the prior comparable period required more work to bring the Company current in its SEC filings.

 

Interest Expense

 

Interest expense totaled $21,165 for the three months ended September 30, 2018 compared to $601 for the three months ended September 30, 2017. The increase of $20,564 was primarily due to an increase in borrowing under the convertible loan facility, as discussed below.

 

Net Loss

 

We reported a net loss of $29,389 during the three months ended September 30, 2018 compared to a net loss of $25,363 in the comparable period of 2017. The increase was due to higher interest expenses.

 

Liquidity and Capital Resources

 

We have incurred recurring operating losses and negative operating cash flows in 2018 and through September 30, 2018, and we expect to continue to incur operating losses and negative operating cash flows at least through the near future. We have obtained funding through a convertible loan facility of up to $150,000 in order to partially meet our most critical cash requirements, and of this amount, we have drawn approximately $125,000 as of September 30, 2018. Amounts due under the loan facility are payable in March 2019.

 

As a result of the aforementioned factors, management has concluded that there is substantial doubt about our ability to continue as a going concern. Our independent registered public accounting firm, in its report on our 2018 financial statements, raised substantial doubt about our ability to continue as a going concern. Our financial statements as of and for the three months ended September 30, 2018 do not contain any adjustments for this uncertainty. In response to our Company’s cash needs, we raised funding as described in our financial statements. Any additional amounts raised will be used for our future investing and operating cash flow needs. However, there can be no assurance that we will be successful in raising additional amounts of financing.

 

 17 
 

 

Management’s Plans

 

Our plan is to seek, investigate, and consummate a merger or other business combination, purchase of assets or other strategic transaction (i.e. a merger) with a corporation, partnership, limited liability company or other operating business entity, or enter into a new business (collectively, a “Business Target”) desiring the perceived advantages of becoming a publicly reporting and publicly held corporation. We have no operating business, and conduct minimal operations necessary to meet regulatory requirements. Our ability to commence any operations is contingent upon obtaining adequate financial resources.

 

We are not currently engaged in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money borrowed from Roran.

 

During the next twelve months, we anticipate incurring costs related to (i) filing of Exchange Act reports; and, (ii) identifying and consummating a transaction with a Business Target. We believe we will be able to meet these costs through use of funds borrowed from Roran, or other amounts to be loaned to or invested in us by other investors.

 

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

 

Zindel Zelmanovitch is our president, secretary and our chief financial officer. Mr. Zelmanovitch is only required to devote a small portion of his time to our affairs on a part-time or as-needed basis. No compensation has been paid to Mr. Zelmanovitch for his services as an officer and director. We do not anticipate hiring any full-time employees as long as we are seeking and evaluating Business Targets.

 

At September 30, 2018, we had only $17,650 cash on hand. Since we have no revenue or plans to generate any revenue, we will be dependent upon loans to fund losses incurred in excess of our cash.

 

Off-Balance Sheet Arrangements

 

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of disclosure controls and procedures

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by our Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

 18 
 

 

Pursuant to Rule 13a-15(b) under the Exchange Act, our Company carried out an evaluation with the participation of our Company’s management, including our Company’s Chief Executive Officer (“CEO”) and our Company’s Chief Financial Officer (“CFO”), of the effectiveness of our Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of September 30, 2018. Based upon that evaluation, our Company’s CEO and CFO concluded that our Company’s disclosure controls and procedures were not effective as of September 30, 2018 due to our Company’s limited internal resources and lack of ability to have multiple levels of transaction review.

 

Management is in the process of determining how best to change our current system and implement a more effective system to insure that information required to be disclosed in the reports that we file or submit under the Exchange Act have been recorded, processed, summarized and reported accurately. Our management intends to develop procedures to address the current deficiencies to the extent possible given limitations in financial and personnel resources. While management is working on a plan, no assurance can be made at this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.

 

Changes in internal control over financial reporting

 

There have been no changes in our internal control over financial reporting during the period ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 19 
 

 

PART II

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, we may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect our financial condition, results of operations and liquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome (including any for the actions described above), whether favorable or unfavorable, may materially and adversely affect us due to legal costs and expenses, diversion of management attention and other factors. We expense legal costs in the period incurred. We cannot assure you that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against us in the future, and these matters could relate to prior, current or future transactions or events.

 

We are not currently a party to any other material legal proceedings. We are not aware of any pending or threatened litigation against us that in our view would have a material adverse effect on our business, financial condition, liquidity, or operating results. However, legal claims are inherently uncertain, and we cannot assure you that we will not be adversely affected in the future by legal proceedings.

 

ITEM 1A. RISK FACTORS

 

Not applicable for a small reporting company.

 

ITEM 2. UNREGISTERD SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On September 19, 2017 the Company issued a Convertible Promissory Note in an amount up to $150,000 in favor of Roran (the “Note”), and as of September 30, 2018, approximately $125,000 has been drawn by the Company under the Note. The Note was issued pursuant to a Convertible Loan Agreement with Roran (the “Loan Agreement”). Amounts borrowed under the Note bear interest at 12% per annum. All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which is March 19, 2019. The Note is convertible into shares of the Company’s common stock (“Common Stock”) at any time at the discretion of Roran any time after the first 90-days under the Note at a conversion price per share equal to the lesser of: (i) 60% multiplied by the lowest trading price for the Common Stock during the 20 trading days prior to the date of the Note; or, (ii) 60% multiplied by the lowest trading price for the Common Stock during the 20 trading days prior to the date of conversion. The Note may be repaid in whole at any time. The repayment amount is subject to a premium on the outstanding principal balance of if repaid after 90-days, ranging from 10% to 25%, depending upon when repayment is tendered. If the Company fails to meet its obligations under the terms of the Note or the Loan Agreement, the Note shall become immediately due and payable and subject to penalties provided for in the Note. The foregoing descriptions of the Loan Agreement and the Note do not purport to be complete and are qualified in their entirety by the terms and conditions of the Loan Agreement and the Note.

 

The Note issued under the Loan Agreement was offered and sold without registration under the Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state laws.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 20 
 

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. EXHIBITS

 

Exhibit Number   Description
     
3.1   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.
     
3.2   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.
     
10.1   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.
     
10.2   Convertible Loan Agreement dated September 19, 2017 between the Company and Roran Capital LLC, incorporated by reference to Exhibit 10.2 to Form 10-Q as filed by the Company with the Securities and Exchange Commission on April 26, 2018.
     
10.3   Convertible Promissory Note dated September 19, 2017 issued by the Company in favor of Roran Capital in an amount up to $150,000, incorporated by reference to Exhibit 10.2 to Form 10-Q as filed by the Company with the Securities and Exchange Commission on April 26, 2018.
     
31.1   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(*).
     
31.2.   Certification of the Chief Financial Officer and Chief Operating Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(*).
     
32.1   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002(*).
     
99.1   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 Commission on April 12, 2018.
     
(*)   Filed herewith.

 

 21 
 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, our Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: November 13, 2018 WATERSIDE CAPITAL CORPORATION
     
  By: /s/ Zindel Zelmanovitch
  Name:  ZINDEL ZELMANOVITCH
  Title: Chief Executive Officer, Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer)

 

 22 
 

 EX-31.1 2 ex31-1.htm

 

EXHIBIT 31.1

 

CERTIFICATIONS PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION

 

I, ZINDEL ZELMANOVITCH, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Waterside Capital Corporation for the period ended September 30, 2018;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
     
  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 13, 2018

 

  By: /s/ Zindel Zelmanovitch
  Name: ZINDEL ZELMANOVITCH
  Title: Chief Executive Officer (Principal Executive Officer)

 

 
 

 EX-31.2 3 ex31-2.htm

 

EXHIBIT 31.2

 

CERTIFICATIONS PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION

 

I, ZINDEL ZELMANOVITCH, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Waterside Capital Corporation for the period ended September 30, 2018;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 13, 2018

 

  By: /s/ Zindel Zelmanovitch
  Name:  ZINDEL ZELMANOVITCH
  Title: Chief Financial Officer (Principal Accounting Officer)

 

   
 

 

 EX-32.1 4 ex32-1.htm

 

EXHIBIT 32.1

 

Certification

Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002

 

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Waterside Capital Corporation (the ‘‘Company’’), does hereby certify, to such officer’s knowledge, that:

 

The Quarterly Report on Form 10-Q for the period ended September 30, 2018 (the ‘‘Form 10-Q’’) of our Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of our Company.

 

Date: November 13, 2018

 

  By: /s/ Zindel Zelmanovitch
  Name:  ZINDEL ZELMANOVITCH
  Title: Chief Executive Officer (Principal Executive Officer)

 

Date: November 13, 2018

 

  By: /s/ Zindel Zelmanovitch
  Name:  ZINDEL ZELMANOVITCH
  Title: Chief Financial Officer (Principal Accounting Officer)

 

A signed original of this written statement required by Section 906 has been provided to our Company and will be retained by our Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

   
 

 

 EX-101.INS 5 wscc-20180930.xml XBRL INSTANCE FILE 0000924095 2018-07-01 2018-09-30 0000924095 WSCC:SmallBusinessAdministrationMember 2014-05-27 2014-05-28 0000924095 2010-03-30 0000924095 2013-10-31 0000924095 2014-05-27 2014-05-28 0000924095 2014-05-28 0000924095 WSCC:ConvertibleLoanAgreementMember WSCC:RoranMember 2017-09-19 0000924095 2017-06-30 0000924095 2018-06-30 0000924095 WSCC:ConvertibleLoanAgreementMember WSCC:RoranMember 2017-09-18 2017-09-19 0000924095 WSCC:TwoNoteReceivableMember 2015-07-01 2016-06-30 0000924095 2018-09-30 0000924095 2018-06-01 2018-06-30 0000924095 WSCC:RoranMember 2018-09-30 0000924095 WSCC:CEOAndChairmanOfBoardMember 2018-09-30 0000924095 2017-07-01 2017-09-30 0000924095 2017-09-30 0000924095 2018-11-09 iso4217:USD xbrli:shares xbrli:pure iso4217:USD xbrli:shares WATERSIDE CAPITAL CORP 0000924095 10-Q 2018-09-30 false --06-30 Non-accelerated Filer 2019 16100000 11762634 2021 156333 159299 11700000 150000 WSCC 70722 1.00 1.00 10000000 10000000 1915548 1915548 1915548 1915548 10427300 10427300 10427300 163261 169174 159299 <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following amounts were owed to related parties, affiliated with the CEO and Chairman of the Board, at the dates indicated:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>September 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 74%; text-align: justify"><font style="font-size: 10pt">Judgment Payable (acquired by Roran from SBA)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 23%; text-align: right"><font style="font-size: 10pt">10,427,300</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Interest on Judgment Payable</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">159,299</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Convertible Note Payable (See Note 4)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">124,338</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Interest on Convertible Note Payable</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">9,875</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">10,720,812</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> 0.60 11770722 10427300 0.12 P18M P1Y 76800 Tax years that remain subject to examination by major tax jurisdictions are generally the prior three (3) years for federal purposes, and the prior four (4) years for state purposes; however, as a result of the Company's operating losses, all tax years remain subject to examination by tax authorities. 63055 86639 124338 -11974 -21916 25000 21916 13026 17650 4624 17650 37699 8223 24761 29388 25362 29388 25362 1915548 1915548 -0.02 -0.01 <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Fiscal Year-End</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company elected June 30<sup>th</sup> as its fiscal year-end date.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Actual results could differ from those estimates.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Related Parties</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company follows subtopic 850-10 of the FASB Accounting Standards Codification (&#8220;ASC&#8221;) for the identification of related parties and disclosure of related party transactions.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Pursuant to ASC 850-10-20 related parties include (a) affiliates (&#8220;Affiliate&#8221; means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act) of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of ASC 825&#8211;10&#8211;15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and, (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Commitments and Contingencies</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, management evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company&#8217;s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Deferred Tax Assets and Income Taxes Provision</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company adopted the provisions of ASC 740-10-25-13. ASC 740-10-25-13 which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25-13.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management&#8217;s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Tax years that remain subject to examination by major tax jurisdictions are generally the prior three (3) years for federal purposes, and the prior four (4) years for state purposes; however, as a result of the Company&#8217;s operating losses, all tax years remain subject to examination by tax authorities.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Net Loss Per Common Share</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company computes net income or loss per share in accordance with ASC 260 Earnings Per Share. Under the provisions of the Earnings per Share Topic ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Recently Issued Accounting Pronouncements</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 1 &#8211; ORGANIZATION AND OPERATIONS</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Waterside Capital Corporation (the &#8220;Company&#8221;) was incorporated in the Commonwealth of Virginia on July 13, 1993 and was a closed-end investment company licensed by the Small Business Administration (the &#8220;SBA&#8221;) as a Small Business Investment Corporation (&#8220;SBIC&#8221;). The Company previously made equity investments in, and provided loans to, small businesses to finance their growth, expansion, and development. Under applicable SBA regulations, the Company was restricted to investing only in qualified small businesses as contemplated by the Small Business Investment Act of 1958. As a registered investment company under the Investment Company Act of 1940, as amended (the &#8220;Investment Company Act&#8221;), the Company&#8217;s investment objective was to provide its shareholders with a high level of income, with capital appreciation as a secondary objective. The Company made its first investment in a small business in October 1996.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On May 28, 2014, with the Company&#8217;s consent, the court having jurisdiction over the action filed by the SBA (the &#8220;<u>Court</u>&#8221;) entered a Consent Order and Judgment Dismissing Counterclaim, Appointing Receiver, Granting Permanent Injunctive Relief and Granting Money Judgment (the &#8220;<u>Order</u>&#8221;). The Order appointed the SBA receiver of the Company for the purpose of marshaling and liquidating in an orderly manner all of the Company&#8217;s assets and entered judgment in favor of the United States of America, on behalf of the SBA, against the Company in the amount of $11,770,722. The Court assumed jurisdiction over the Company and the SBA was appointed receiver effective May 28, 2014.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company effectively stopped conducting an active business upon the appointment of the SBA as receiver and the commencement of the court ordered receivership (the &#8220;<u>Receivership</u>&#8221;). Over the course of the Receivership the activity of the Company was limited to the liquidation of the Company&#8217;s assets by the receiver and the payment of the proceeds therefrom to the SBA and for the expenses of the Receivership. On June 28, 2017 the Receivership was terminated with the entry of a Final Order by the Court. The Final Order specifically stated that &#8220;Control of Waterside shall be unconditionally transferred and returned to its shareholders c/o Roran Capital, LLC (&#8220;Roran&#8221;) upon notification of entry of this Order&#8221;. Upon termination of the Receivership Roran took possession of all books and records made available to it by the SBA, and Roran expended, and has continued to expend, its own funds to maintain the viability of the Company.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company has no operating assets of any value, and the Company no longer has the SBIC license from the SBA. The Company is clearly no longer operating as a registered investment company under the Investment Company Act. The Company will now seek to either (i) enter into a new business; or, (ii) merge with, or otherwise acquire, an active business which would benefit from operating as a public entity, and has undertaken a search to identify the best possible candidate(s) in order to provide value to the shareholders of the Company.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company has filed with the SEC an Application pursuant to Section 8(f) of the Investment Company Act of 1940 for an order declaring that the Company has ceased to be a registered investment company. In response to that filing, the SEC issued to the Company comments in a letter dated May 16, 2018. The Company responded to those comments with the filing of an Amended Application on June 4, 2018. On October 30, 2018, in response to verbal comments from the SEC, the Company filed a Second Amended Application. As of the date of this Quarterly Statement, the Company has not received any response from the SEC in regard to the Second Amended Application.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Going Concern</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The accompanying financial statements of our Company have been prepared in accordance with accounting principles generally accepted in the United States. The Company effectively ceased operations and it continues to have net losses through the date of these financial statements. Our financial statements have been presented on the basis that our business is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We are subject to the risks and uncertainties associated with a business with no operating business or assets and no revenue, as well as limitations on our operating capital resources. We have incurred operating losses and negative operating cash flows since the Receivership, and we expect to continue to incur operating losses and negative operating cash flows at least through the near future. Roran, which is a related party to the Company, has agreed to advance our Company funding in order to partially meet our most critical cash requirements. For further discussion of the advances made by Roran, see Notes 4 and 6.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Significant Accounting Policies</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">There have been no material changes in the Company&#8217;s significant accounting policies to those previously disclosed in the Company&#8217;s 2018 Annual Report.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Fiscal Year-End</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company elected June 30<sup>th</sup> as its fiscal year-end date.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Actual results could differ from those estimates.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Convertible Financial Instruments</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>&#160;</i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Beneficial conversion feature</i> &#8211; The issuance of the convertible debt described in Note 4 generated a beneficial conversion feature (&#8220;BCF&#8221;), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the BCF by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, resulting in a discount on the convertible debt (recorded as a component of additional paid in capital). The BCF is amortized into interest expense over the life of the related debt.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Related Parties</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company follows subtopic 850-10 of the FASB Accounting Standards Codification (&#8220;ASC&#8221;) for the identification of related parties and disclosure of related party transactions.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Pursuant to ASC 850-10-20 related parties include (a) affiliates (&#8220;Affiliate&#8221; means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act) of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of ASC 825&#8211;10&#8211;15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and, (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Commitments and Contingencies</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, management evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company&#8217;s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Deferred Tax Assets and Income Taxes Provision</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company adopted the provisions of ASC 740-10-25-13. ASC 740-10-25-13 which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25-13.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management&#8217;s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Tax years that remain subject to examination by major tax jurisdictions are generally the prior three (3) years for federal purposes, and the prior four (4) years for state purposes; however, as a result of the Company&#8217;s operating losses, all tax years remain subject to examination by tax authorities.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Net Loss Per Common Share</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company computes net income or loss per share in accordance with ASC 260 Earnings Per Share. Under the provisions of the Earnings per Share Topic ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>&#160;</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Recently Issued Accounting Pronouncements</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 3 &#8211; NOTES PAYABLE</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On March 30, 2010, the SBA notified the Company that its account had been transferred to liquidation status and that the then outstanding debentures of $16.1 million plus accrued interest (the &#8220;Debentures&#8221;) were due and payable within fifteen days of the date of the letter. The Company did not possess adequate liquid assets to make this payment. The Company negotiated terms of a settlement agreement with the SBA effective September 1, 2010, which allowed the Company&#8217;s management to liquidate the portfolio so long as there are no events of default. The Debentures were repurchased by the SBA in September 2010, represented by a Note Agreement between the SBA and the Company. The Note Agreement had a maturity of March 31, 2013. In the event of a default, the SBA had the ability to seek receivership.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On May 24, 2012 the SBA delivered to the Company a notice of an event of default for failure to meet the principal repayment schedule under the Note Agreement (the &#8220;<u>Notice</u>&#8221;). Under the terms of the Notice and the Note Agreement the SBA maintained a continuing right to terminate the Note Agreement and appoint a receiver to manage the Company&#8217;s assets.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On November 20, 2013 the SBA filed a complaint in the United States District Court for the Eastern District of Virginia seeking, among other things, receivership for the Company and a judgment in the amount outstanding under the Note Agreement plus continuing interest. The complaint alleged that as of October 31, 2013 there remained an outstanding balance of $11,762,634 under the Note Agreement, including interest, which continued to accrue at the rate of $2,021 per day. The SBA, in filing the complaint, requested that the court take exclusive jurisdiction of the Company and all of its assets wherever located and appoint the SBA as permanent receiver of the Company for the purpose of liquidating all of the Company&#8217;s assets and satisfying the claims of its creditors in the order of priority as determined by the court.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company initially took steps to contest the legal action initiated by the SBA and to oppose the receivership action. On April 29, 2014 the Board of Directors of the Company, as then constituted (the &#8220;<u>Board</u>&#8221;), met to reconsider the decision to contest the SBA&#8217;s legal action. In light of developments occurring since December of 2013, including projections of its portfolio companies and discussions with the SBA, the Board determined, after consultation with and advice of its counsel, that it was not in the best interests of the Company and its shareholders to continue to contest the legal action. The SBA was informed of this determination. The Board also decided to consent to the receivership process.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On May 28, 2014, with the Company&#8217;s consent, the court having jurisdiction over the action filed by the SBA (the &#8220;<u>Court</u>&#8221;) entered a Consent Order and Judgment Dismissing Counterclaim, Appointing Receiver, Granting Permanent Injunctive Relief and Granting Money Judgment (the &#8220;<u>Order</u>&#8221;). The Order appointed the SBA receiver of the Company for the purpose of marshaling and liquidating in an orderly manner all of the Company&#8217;s assets and entered judgment in favor of the United States of America, on behalf of the SBA, against the Company in the amount of $11,770,722. Such amount represents $11,700,000 in principal and $70,722 in accrued interest. The Court assumed jurisdiction over the Company and the SBA was appointed receiver effective May 28, 2014.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On June 28, 2017, the Receivership was terminated and a final order entered by the Court provided Roran with control of the Company. As of June 30, 2018, the Company&#8217;s outstanding judgment payable totaled $10,427,300, and interest payable totaled $156,933.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company&#8217;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 are now owed to Roran rather than the SBA. Upon purchase, the Company began to accrue interest that was due under the original terms of the judgment payable. The statutory interest rate is 0.094%. The Company has accrued $159,299 in interest on the judgment payable as of the period ended September 30, 2018.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On September 19, 2017, the Company entered into a Convertible Loan Agreement with Roran (the &#8220;Loan Agreement&#8221;). Pursuant to the Loan Agreement, Roran agreed to loan to the Company an amount not to exceed a total of $150,000 in principal over 18-months. Each advance under the Loan Agreement will be documented under a Convertible Promissory Note issued by the Company in favor of Roran (the &#8220;Note&#8221;). The Note bears interest at the rate of 12% per annum and is due in 18-months. Roran has the right to convert all or any portion of the Note into shares of the Company&#8217;s common stock at a conversion price equal to 60% of the share price.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As a result of the advances made pursuant to the Loan Agreement, the Company has incurred total obligations of $124,338 as of September 30, 2018. The Company recorded a BCF due the conversion option of $76,800, and the unamortized balance at September 30, 2018 is $37,699. The amount is netted against the note payable balance as a debt discount with the corresponding entry to additional paid-in capital. The debt discount has been amortized as interest expense through the maturity date in March 2019.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 5 - RELATED PARTY TRANSACTIONS</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following individuals and entities have been identified as related parties based on their family affiliation with our Chairman of the Board:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 10%">&#160;</td> <td style="width: 90%"><font style="font-size: 10pt">Yitzhak Zelmanovitch</font></td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: top"> <td>&#160;</td> <td><font style="font-size: 10pt">Roran Capital LLC</font></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The following amounts were owed to related parties, affiliated with the CEO and Chairman of the Board, at the dates indicated:</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: justify">&#160;</td> <td style="padding-bottom: 1.5pt">&#160;</td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center"><font style="font-size: 10pt"><b>September 30, 2018</b></font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 74%; text-align: justify"><font style="font-size: 10pt">Judgment Payable (acquired by Roran from SBA)</font></td> <td style="width: 1%">&#160;</td> <td style="width: 1%"><font style="font-size: 10pt">$</font></td> <td style="width: 23%; text-align: right"><font style="font-size: 10pt">10,427,300</font></td> <td style="width: 1%">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Interest on Judgment Payable</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">159,299</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Convertible Note Payable (See Note 4)</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">124,338</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="text-align: justify">&#160;</td> <td>&#160;</td> <td>&#160;</td> <td style="text-align: right">&#160;</td> <td>&#160;</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="padding-bottom: 1.5pt; text-align: justify"><font style="font-size: 10pt">Interest on Convertible Note Payable</font></td> <td style="padding-bottom: 1.5pt">&#160;</td> <td style="border-bottom: black 1.5pt solid"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 1.5pt solid; text-align: right"><font style="font-size: 10pt">9,875</font></td> <td style="padding-bottom: 1.5pt">&#160;</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td style="padding-bottom: 2.5pt; text-align: justify">&#160;</td> <td style="padding-bottom: 2.5pt">&#160;</td> <td style="border-bottom: black 2.25pt double"><font style="font-size: 10pt">$</font></td> <td style="border-bottom: black 2.25pt double; text-align: right"><font style="font-size: 10pt">10,720,812</font></td> <td style="padding-bottom: 2.5pt">&#160;</td></tr> </table> <p style="margin: 0pt"></p> Fifty percent (50%) -10655587 -10688308 21165 601 -3750 2845 5913 601 <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Convertible Financial Instruments</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>&#160;</i></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><i>Beneficial conversion feature</i> &#8211; The issuance of the convertible debt described in Note 4 generated a beneficial conversion feature (&#8220;BCF&#8221;), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the BCF by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, resulting in a discount on the convertible debt (recorded as a component of additional paid in capital). The BCF is amortized into interest expense over the life of the related debt.</p> Q1 false false false 124338 9875 10720812 4624 17650 -28110948 -28140336 15539813 15556480 1915548 1915548 10660211 10685958 10660211 10685958 6595 2845 4624 17650 25000 21916 15251 16667 14611 <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 6 &#8211; SUBSEQUENT EVENTS</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.</p> <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><u>Significant Accounting Policies</u></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">There have been no material changes in the Company&#8217;s significant accounting policies to those previously disclosed in the Company&#8217;s 2018 Annual Report.</p> 0.094 <p style="margin: 0pt"></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b>NOTE 4 - INVESTMENTS AND NOTES RECEIVABLE</b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company&#8217;s legacy assets primarily consisted of prior investments that were composed of equity and debt securities. During the Receivership, the investments were either in default or distressed in nature. The Receiver liquidated the assets through negotiations and the investments were written down to their estimated net realizable value through recognizing other-than-temporary impairment losses. During the year ended June 30, 2016, the Receiver liquidated the remaining investment assets and recognized a loss of $100,425.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&#160;</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">As part of a settlement on an investment, during the year ended June 30, 2016, the Receiver exchanged part of an investment for two $75,000 notes receivable with consecutive 1 year terms. The first note receivable was repaid during the period ended September 30, 2016. The other $75,000 note receivable was transferred to the SBA to settle part of the accrued interest outstanding on the SBA judgment later in the 2017 fiscal year.</p> 75000 75000 100425 1915548 EX-101.SCH 6 wscc-20180930.xsd XBRL SCHEMA FILE 00000001 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 00000002 - Statement - Balance Sheets link:presentationLink link:calculationLink link:definitionLink 00000003 - Statement - Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000004 - Statement - Statements of Operations (Unaudited) link:presentationLink link:calculationLink link:definitionLink 00000005 - Statement - Statements of Cash Flows (Unaudited) link:presentationLink link:calculationLink link:definitionLink 00000006 - Disclosure - Organization and Operations link:presentationLink link:calculationLink link:definitionLink 00000007 - Disclosure - Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 00000008 - Disclosure - Notes Payable link:presentationLink link:calculationLink link:definitionLink 00000009 - Disclosure - Investments and Notes Receivable link:presentationLink link:calculationLink link:definitionLink 00000010 - Disclosure - Related Party Transactions link:presentationLink link:calculationLink link:definitionLink 00000011 - Disclosure - Subsequent Events link:presentationLink link:calculationLink link:definitionLink 00000012 - Disclosure - Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 00000013 - Disclosure - Related Party Transactions (Tables) link:presentationLink link:calculationLink link:definitionLink 00000014 - Disclosure - Organization and Operations (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000015 - Disclosure - Significant Accounting Policies (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000016 - Disclosure - Notes Payable (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000017 - Disclosure - Investments and Notes Receivable (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000018 - Disclosure - Related Party Transactions - Schedule of Amounts Owned to Related Parties (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 7 wscc-20180930_cal.xml XBRL CALCULATION FILE EX-101.DEF 8 wscc-20180930_def.xml XBRL DEFINITION FILE EX-101.LAB 9 wscc-20180930_lab.xml XBRL LABEL FILE Loans Insured or Guaranteed by Government Authorities [Axis] Small Business Administration [Member] Type of Arrangement and Non-arrangement Transactions [Axis] Convertible Loan Agreement [Member] Legal Entity [Axis] Roran [Member] Short-term Debt, Type [Axis] Two Notes Receivable [Member] Related Party [Axis] CEO And Chairman Of Board [Member] Document And Entity Information Entity Registrant Name Entity Central Index Key Document Type Document Period End Date Amendment Flag Current Fiscal Year End Date Entity Filer Category Entity Small Business Flag Entity Emerging Growth Company Entity Ex-Transition Period Entity Common Stock, Shares Outstanding Trading Symbol Document Fiscal Period Focus Document Fiscal Year Focus Statement of Financial Position [Abstract] ASSETS Cash TOTAL ASSETS LIABILITIES & EQUITY Liabilities Current Liabilities Accounts Payable Convertible Note Payable - Roran, net of debt discount Accrued Interest Payable Judgment Payable Total Current Liabilities Total Liabilities Equity Common Stock, par value $1.00, 10,000,000 shares authorized, 1,915,548 shares issued and outstanding Additional Paid-In Capital Accumulated Deficit Total Equity TOTAL LIABILITIES & EQUITY Common stock, par value Common stock, shares authorized Common stock, shares issued Common stock, shares outstanding Income Statement [Abstract] Income Interest - Other Total Income Expense Administrative Expenses Interest Expense Total Expenses Net loss Weighted Average Number of Common Shares Outstanding - Basic and Diluted Net Loss Per Share-Basic and Diluted Statement of Cash Flows [Abstract] OPERATING ACTIVITIES Net Loss Adjustments to reconcile Net Loss to net cash used in operations: Debt Discount Accounts Payable Accrued Interest Payable Net cash used by Operating Activities FINANCING ACTIVITIES Proceeds from convertible note payable- from Roran Capital Net cash provided by Financing Activities Net cash increase for period Cash at beginning of period Cash at end of period Supplemental Non-Cash Investing and Financing Activities Intrinsic value of embedded beneficial conversion option on convertible note payable Organization, Consolidation and Presentation of Financial Statements [Abstract] Organization and Operations Accounting Policies [Abstract] Significant Accounting Policies Debt Disclosure [Abstract] Notes Payable Investments And Notes Receivable Investments and Notes Receivable Related Party Transactions [Abstract] Related Party Transactions Subsequent Events [Abstract] Subsequent Events Significant Accounting Policies Fiscal Year-End Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions Convertible Financial Instruments Related Parties Commitments and Contingencies Deferred Tax Assets and Income Taxes Provision Net Loss Per Common Share Recently Issued Accounting Pronouncements Schedule of Amounts Owned to Related Parties Statement [Table] Statement [Line Items] Amount paid in favor of judgement Income tax likelihood of being realized upon ultimate settlement Income tax examination, description Notes payable Accrue interest Debt instrument face amount Debt instrument accrued interest Statutory interest rate Debt instruments interest rate percentage Debt instruments term Debt instruments conversion price, percentage Total obligations Beneficial conversion feature discount Unamortized balance Loss on investment Exchanged part of investment amount Debt term Transfer of note receivable to SBA to settle part of accrued interest Judgment Payable (acquired by Roran from SBA) Interest on Judgment Payable Convertible Note Payable (See Note 4) Interest on Convertible Note Payable Due to related parties Convertible Loan Agreement [Member] Related Parties [Policy Text Block] Roran [Member] Small Business Administration [Member] Schedule of Amounts Owned to Related Parties [Table Text block] Two Note Receivable [Member] CEO And Chairman Of Board [Member] Convertible Financial Instruments [Policy Text Block] Statutory interest rate. Significant Accounting Policies [Policy Text Block] Intrinsic value of embedded beneficial conversion option on convertible note payable. Investments and Notes Receivable [Text Block] Transfer of note receivable to SBA to settle part of accrued interest. Assets Liabilities, Current Liabilities [Default Label] Stockholders' Equity Attributable to Parent Liabilities and Equity Revenues Operating Expenses Increase (Decrease) in Accounts Payable Increase (Decrease) in Interest Payable, Net Net Cash Provided by (Used in) Operating Activities Net Cash Provided by (Used in) Financing Activities Cash and Cash Equivalents, Period Increase (Decrease) SignificantAccountingPoliciesPolicyTextBlock Due to Related Parties, Current EX-101.PRE 10 wscc-20180930_pre.xml XBRL PRESENTATION FILE XML 11 R1.htm IDEA: XBRL DOCUMENT v3.10.0.1
Document and Entity Information - shares
 3 Months Ended
Sep. 30, 2018
Nov. 09, 2018
Document And Entity Information    
Entity Registrant Name WATERSIDE CAPITAL CORP  
Entity Central Index Key 0000924095  
Document Type 10-Q  
Document Period End Date Sep. 30, 2018  
Amendment Flag false  
Current Fiscal Year End Date --06-30  
Entity Filer Category Non-accelerated Filer  
Entity Small Business Flag false  
Entity Emerging Growth Company false  
Entity Ex-Transition Period false  
Entity Common Stock, Shares Outstanding   1,915,548
Trading Symbol WSCC  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2019  
XML 12 R2.htm IDEA: XBRL DOCUMENT v3.10.0.1
Balance Sheets - USD ($)
Sep. 30, 2018
Jun. 30, 2018
ASSETS    
Cash $ 17,650 $ 4,624
TOTAL ASSETS 17,650 4,624
Current Liabilities    
Accounts Payable 2,845 6,595
Convertible Note Payable - Roran, net of debt discount 86,639 63,055
Accrued Interest Payable 169,174 163,261
Judgment Payable 10,427,300 10,427,300
Total Current Liabilities 10,685,958 10,660,211
Total Liabilities 10,685,958 10,660,211
Equity    
Common Stock, par value $1.00, 10,000,000 shares authorized, 1,915,548 shares issued and outstanding 1,915,548 1,915,548
Additional Paid-In Capital 15,556,480 15,539,813
Accumulated Deficit (28,140,336) (28,110,948)
Total Equity (10,688,308) (10,655,587)
TOTAL LIABILITIES & EQUITY $ 17,650 $ 4,624
XML 13 R3.htm IDEA: XBRL DOCUMENT v3.10.0.1
Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2018
Jun. 30, 2018
Statement of Financial Position [Abstract]    
Common stock, par value $ 1.00 $ 1.00
Common stock, shares authorized 10,000,000 10,000,000
Common stock, shares issued 1,915,548 1,915,548
Common stock, shares outstanding 1,915,548 1,915,548
XML 14 R4.htm IDEA: XBRL DOCUMENT v3.10.0.1
Statements of Operations (Unaudited) - USD ($)
 3 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Income    
Interest - Other
Total Income
Expense    
Administrative Expenses 8,223 24,761
Interest Expense 21,165 601
Total Expenses 29,388 25,362
Net loss $ 29,388 $ 25,362
Weighted Average Number of Common Shares Outstanding - Basic and Diluted 1,915,548 1,915,548
Net Loss Per Share-Basic and Diluted $ (0.02) $ (0.01)
XML 15 R5.htm IDEA: XBRL DOCUMENT v3.10.0.1
Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended
Sep. 30, 2018
Sep. 30, 2017
OPERATING ACTIVITIES    
Net Loss $ 29,388 $ 25,362
Adjustments to reconcile Net Loss to net cash used in operations:    
Debt Discount 15,251
Accounts Payable (3,750) 2,845
Accrued Interest Payable 5,913 601
Net cash used by Operating Activities (11,974) (21,916)
FINANCING ACTIVITIES    
Proceeds from convertible note payable- from Roran Capital 25,000 21,916
Net cash provided by Financing Activities 25,000 21,916
Net cash increase for period 13,026
Cash at beginning of period 4,624 17,650
Cash at end of period 17,650
Supplemental Non-Cash Investing and Financing Activities    
Intrinsic value of embedded beneficial conversion option on convertible note payable $ 16,667 $ 14,611
XML 16 R6.htm IDEA: XBRL DOCUMENT v3.10.0.1
Organization and Operations
 3 Months Ended
Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Operations

NOTE 1 – ORGANIZATION AND OPERATIONS

 

Waterside Capital Corporation (the “Company”) was incorporated in the Commonwealth of Virginia on July 13, 1993 and was a closed-end investment company licensed by the Small Business Administration (the “SBA”) as a Small Business Investment Corporation (“SBIC”). The Company previously made equity investments in, and provided loans to, small businesses to finance their growth, expansion, and development. Under applicable SBA regulations, the Company was restricted to investing only in qualified small businesses as contemplated by the Small Business Investment Act of 1958. As a registered investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), the Company’s investment objective was to provide its shareholders with a high level of income, with capital appreciation as a secondary objective. The Company made its first investment in a small business in October 1996.

 

On May 28, 2014, with the Company’s consent, the court having jurisdiction over the action filed by the SBA (the “Court”) entered a Consent Order and Judgment Dismissing Counterclaim, Appointing Receiver, Granting Permanent Injunctive Relief and Granting Money Judgment (the “Order”). The Order appointed the SBA receiver of the Company for the purpose of marshaling and liquidating in an orderly manner all of the Company’s assets and entered judgment in favor of the United States of America, on behalf of the SBA, against the Company in the amount of $11,770,722. The Court assumed jurisdiction over the Company and the SBA was appointed receiver effective May 28, 2014.

 

The Company effectively stopped conducting an active business upon the appointment of the SBA as receiver and the commencement of the court ordered receivership (the “Receivership”). Over the course of the Receivership the activity of the Company was limited to the liquidation of the Company’s assets by the receiver and the payment of the proceeds therefrom to the SBA and for the expenses of the Receivership. On June 28, 2017 the Receivership was terminated with the entry of a Final Order by the Court. The Final Order specifically stated that “Control of Waterside shall be unconditionally transferred and returned to its shareholders c/o Roran Capital, LLC (“Roran”) upon notification of entry of this Order”. Upon termination of the Receivership Roran took possession of all books and records made available to it by the SBA, and Roran expended, and has continued to expend, its own funds to maintain the viability of the Company.

 

The Company has no operating assets of any value, and the Company no longer has the SBIC license from the SBA. The Company is clearly no longer operating as a registered investment company under the Investment Company Act. The Company will now seek to either (i) enter into a new business; or, (ii) merge with, or otherwise acquire, an active business which would benefit from operating as a public entity, and has undertaken a search to identify the best possible candidate(s) in order to provide value to the shareholders of the Company.

 

The Company has filed with the SEC an Application pursuant to Section 8(f) of the Investment Company Act of 1940 for an order declaring that the Company has ceased to be a registered investment company. In response to that filing, the SEC issued to the Company comments in a letter dated May 16, 2018. The Company responded to those comments with the filing of an Amended Application on June 4, 2018. On October 30, 2018, in response to verbal comments from the SEC, the Company filed a Second Amended Application. As of the date of this Quarterly Statement, the Company has not received any response from the SEC in regard to the Second Amended Application.

 

Going Concern

 

The accompanying financial statements of our Company have been prepared in accordance with accounting principles generally accepted in the United States. The Company effectively ceased operations and it continues to have net losses through the date of these financial statements. Our financial statements have been presented on the basis that our business is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We are subject to the risks and uncertainties associated with a business with no operating business or assets and no revenue, as well as limitations on our operating capital resources. We have incurred operating losses and negative operating cash flows since the Receivership, and we expect to continue to incur operating losses and negative operating cash flows at least through the near future. Roran, which is a related party to the Company, has agreed to advance our Company funding in order to partially meet our most critical cash requirements. For further discussion of the advances made by Roran, see Notes 4 and 6.
XML 17 R7.htm IDEA: XBRL DOCUMENT v3.10.0.1
Significant Accounting Policies
 3 Months Ended
Sep. 30, 2018
Accounting Policies [Abstract]  
Significant Accounting Policies

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

Significant Accounting Policies

 

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s 2018 Annual Report.

 

Fiscal Year-End

 

The Company elected June 30th as its fiscal year-end date.

 

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.

 

Convertible Financial Instruments

 

The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP.

 

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

 

Beneficial conversion feature – The issuance of the convertible debt described in Note 4 generated a beneficial conversion feature (“BCF”), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the BCF by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, resulting in a discount on the convertible debt (recorded as a component of additional paid in capital). The BCF is amortized into interest expense over the life of the related debt.

 

Related Parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification (“ASC”) for the identification of related parties and disclosure of related party transactions.

 

Pursuant to ASC 850-10-20 related parties include (a) affiliates (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act) of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of ASC 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and, (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Commitments and Contingencies

 

The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, management evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

 

Deferred Tax Assets and Income Taxes Provision

 

The Company adopted the provisions of ASC 740-10-25-13. ASC 740-10-25-13 which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25-13.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

Tax years that remain subject to examination by major tax jurisdictions are generally the prior three (3) years for federal purposes, and the prior four (4) years for state purposes; however, as a result of the Company’s operating losses, all tax years remain subject to examination by tax authorities.

 

Net Loss Per Common Share

 

The Company computes net income or loss per share in accordance with ASC 260 Earnings Per Share. Under the provisions of the Earnings per Share Topic ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.

 

Recently Issued Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.
XML 18 R8.htm IDEA: XBRL DOCUMENT v3.10.0.1
Notes Payable
 3 Months Ended
Sep. 30, 2018
Debt Disclosure [Abstract]  
Notes Payable

NOTE 3 – NOTES PAYABLE

 

On March 30, 2010, the SBA notified the Company that its account had been transferred to liquidation status and that the then outstanding debentures of $16.1 million plus accrued interest (the “Debentures”) were due and payable within fifteen days of the date of the letter. The Company did not possess adequate liquid assets to make this payment. The Company negotiated terms of a settlement agreement with the SBA effective September 1, 2010, which allowed the Company’s management to liquidate the portfolio so long as there are no events of default. The Debentures were repurchased by the SBA in September 2010, represented by a Note Agreement between the SBA and the Company. The Note Agreement had a maturity of March 31, 2013. In the event of a default, the SBA had the ability to seek receivership.

 

On May 24, 2012 the SBA delivered to the Company a notice of an event of default for failure to meet the principal repayment schedule under the Note Agreement (the “Notice”). Under the terms of the Notice and the Note Agreement the SBA maintained a continuing right to terminate the Note Agreement and appoint a receiver to manage the Company’s assets.

 

On November 20, 2013 the SBA filed a complaint in the United States District Court for the Eastern District of Virginia seeking, among other things, receivership for the Company and a judgment in the amount outstanding under the Note Agreement plus continuing interest. The complaint alleged that as of October 31, 2013 there remained an outstanding balance of $11,762,634 under the Note Agreement, including interest, which continued to accrue at the rate of $2,021 per day. The SBA, in filing the complaint, requested that the court take exclusive jurisdiction of the Company and all of its assets wherever located and appoint the SBA as permanent receiver of the Company for the purpose of liquidating all of the Company’s assets and satisfying the claims of its creditors in the order of priority as determined by the court.

 

The Company initially took steps to contest the legal action initiated by the SBA and to oppose the receivership action. On April 29, 2014 the Board of Directors of the Company, as then constituted (the “Board”), met to reconsider the decision to contest the SBA’s legal action. In light of developments occurring since December of 2013, including projections of its portfolio companies and discussions with the SBA, the Board determined, after consultation with and advice of its counsel, that it was not in the best interests of the Company and its shareholders to continue to contest the legal action. The SBA was informed of this determination. The Board also decided to consent to the receivership process.

 

On May 28, 2014, with the Company’s consent, the court having jurisdiction over the action filed by the SBA (the “Court”) entered a Consent Order and Judgment Dismissing Counterclaim, Appointing Receiver, Granting Permanent Injunctive Relief and Granting Money Judgment (the “Order”). The Order appointed the SBA receiver of the Company for the purpose of marshaling and liquidating in an orderly manner all of the Company’s assets and entered judgment in favor of the United States of America, on behalf of the SBA, against the Company in the amount of $11,770,722. Such amount represents $11,700,000 in principal and $70,722 in accrued interest. The Court assumed jurisdiction over the Company and the SBA was appointed receiver effective May 28, 2014.

 

On June 28, 2017, the Receivership was terminated and a final order entered by the Court provided Roran with control of the Company. As of June 30, 2018, the Company’s outstanding judgment payable totaled $10,427,300, and interest payable totaled $156,933.

 

The 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 are now owed to Roran rather than the SBA. Upon purchase, the Company began to accrue interest that was due under the original terms of the judgment payable. The statutory interest rate is 0.094%. The Company has accrued $159,299 in interest on the judgment payable as of the period ended September 30, 2018.

 

On September 19, 2017, the Company entered into a Convertible Loan Agreement with Roran (the “Loan Agreement”). Pursuant to the Loan Agreement, Roran agreed to loan to the Company an amount not to exceed a total of $150,000 in principal over 18-months. 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 and is due in 18-months. 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.

 

As a result of the advances made pursuant to the Loan Agreement, the Company has incurred total obligations of $124,338 as of September 30, 2018. The Company recorded a BCF due the conversion option of $76,800, and the unamortized balance at September 30, 2018 is $37,699. The amount is netted against the note payable balance as a debt discount with the corresponding entry to additional paid-in capital. The debt discount has been amortized as interest expense through the maturity date in March 2019.
XML 19 R9.htm IDEA: XBRL DOCUMENT v3.10.0.1
Investments and Notes Receivable
 3 Months Ended
Sep. 30, 2018
Investments And Notes Receivable  
Investments and Notes Receivable

NOTE 4 - INVESTMENTS AND NOTES RECEIVABLE

 

The Company’s legacy assets primarily consisted of prior investments that were composed of equity and debt securities. During the Receivership, the investments were either in default or distressed in nature. The Receiver liquidated the assets through negotiations and the investments were written down to their estimated net realizable value through recognizing other-than-temporary impairment losses. During the year ended June 30, 2016, the Receiver liquidated the remaining investment assets and recognized a loss of $100,425.

 

As part of a settlement on an investment, during the year ended June 30, 2016, the Receiver exchanged part of an investment for two $75,000 notes receivable with consecutive 1 year terms. The first note receivable was repaid during the period ended September 30, 2016. The other $75,000 note receivable was transferred to the SBA to settle part of the accrued interest outstanding on the SBA judgment later in the 2017 fiscal year.
XML 20 R10.htm IDEA: XBRL DOCUMENT v3.10.0.1
Related Party Transactions
 3 Months Ended
Sep. 30, 2018
Related Party Transactions [Abstract]  
Related Party Transactions

NOTE 5 - RELATED PARTY TRANSACTIONS

 

The following individuals and entities have been identified as related parties based on their family affiliation with our Chairman of the Board:

 

  Yitzhak Zelmanovitch
   
  Roran Capital LLC

 

The following amounts were owed to related parties, affiliated with the CEO and Chairman of the Board, at the dates indicated:

 

    September 30, 2018  
Judgment Payable (acquired by Roran from SBA)   $ 10,427,300  
         
Interest on Judgment Payable   $ 159,299  
         
Convertible Note Payable (See Note 4)   $ 124,338  
         
Interest on Convertible Note Payable   $ 9,875  
    $ 10,720,812  
XML 21 R11.htm IDEA: XBRL DOCUMENT v3.10.0.1
Subsequent Events
 3 Months Ended
Sep. 30, 2018
Subsequent Events [Abstract]  
Subsequent Events

NOTE 6 – SUBSEQUENT EVENTS

 

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.
XML 22 R12.htm IDEA: XBRL DOCUMENT v3.10.0.1
Significant Accounting Policies (Policies)
 3 Months Ended
Sep. 30, 2018
Accounting Policies [Abstract]  
Significant Accounting Policies

Significant Accounting Policies

 

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s 2018 Annual Report.
Fiscal Year-End

Fiscal Year-End

 

The Company elected June 30th as its fiscal year-end date.
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.
Convertible Financial Instruments

Convertible Financial Instruments

 

The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP.

 

When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

 

Beneficial conversion feature – The issuance of the convertible debt described in Note 4 generated a beneficial conversion feature (“BCF”), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the BCF by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, resulting in a discount on the convertible debt (recorded as a component of additional paid in capital). The BCF is amortized into interest expense over the life of the related debt.
Related Parties

Related Parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification (“ASC”) for the identification of related parties and disclosure of related party transactions.

 

Pursuant to ASC 850-10-20 related parties include (a) affiliates (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act) of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of ASC 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and, (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Commitments and Contingencies

Commitments and Contingencies

 

The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, management evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Deferred Tax Assets and Income Taxes Provision

Deferred Tax Assets and Income Taxes Provision

 

The Company adopted the provisions of ASC 740-10-25-13. ASC 740-10-25-13 which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25-13.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

Tax years that remain subject to examination by major tax jurisdictions are generally the prior three (3) years for federal purposes, and the prior four (4) years for state purposes; however, as a result of the Company’s operating losses, all tax years remain subject to examination by tax authorities.
Net Loss Per Common Share

Net Loss Per Common Share

 

The Company computes net income or loss per share in accordance with ASC 260 Earnings Per Share. Under the provisions of the Earnings per Share Topic ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.
Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

 

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.
XML 23 R13.htm IDEA: XBRL DOCUMENT v3.10.0.1
Related Party Transactions (Tables)
 3 Months Ended
Sep. 30, 2018
Related Party Transactions [Abstract]  
Schedule of Amounts Owned to Related Parties

The following amounts were owed to related parties, affiliated with the CEO and Chairman of the Board, at the dates indicated:

 

    September 30, 2018  
Judgment Payable (acquired by Roran from SBA)   $ 10,427,300  
         
Interest on Judgment Payable   $ 159,299  
         
Convertible Note Payable (See Note 4)   $ 124,338  
         
Interest on Convertible Note Payable   $ 9,875  
    $ 10,720,812  
XML 24 R14.htm IDEA: XBRL DOCUMENT v3.10.0.1
Organization and Operations (Details Narrative) - USD ($)
 1 Months Ended
May 28, 2014
Jun. 30, 2018
Amount paid in favor of judgement   $ 10,427,300
Small Business Administration [Member]    
Amount paid in favor of judgement $ 11,770,722  
XML 25 R15.htm IDEA: XBRL DOCUMENT v3.10.0.1
Significant Accounting Policies (Details Narrative)
 3 Months Ended
Sep. 30, 2018
Accounting Policies [Abstract]  
Income tax likelihood of being realized upon ultimate settlement Fifty percent (50%)
Income tax examination, description Tax years that remain subject to examination by major tax jurisdictions are generally the prior three (3) years for federal purposes, and the prior four (4) years for state purposes; however, as a result of the Company's operating losses, all tax years remain subject to examination by tax authorities.
XML 26 R16.htm IDEA: XBRL DOCUMENT v3.10.0.1
Notes Payable (Details Narrative)
 1 Months Ended 3 Months Ended
Sep. 19, 2017
USD ($)
May 28, 2014
USD ($)
Jun. 30, 2018
USD ($)
Sep. 30, 2018
USD ($)
Oct. 31, 2013
USD ($)
Mar. 30, 2010
USD ($)
Notes payable         $ 11,762,634 $ 16,100,000
Accrue interest     $ 156,333   $ 2,021  
Amount paid in favor of judgement     $ 10,427,300      
Debt instrument face amount   $ 11,700,000        
Debt instrument accrued interest   70,722        
Total obligations       $ 124,338    
Beneficial conversion feature discount       76,800    
Unamortized balance       37,699    
Roran [Member]            
Accrue interest       $ 159,299    
Statutory interest rate       0.094    
Convertible Loan Agreement [Member] | Roran [Member]            
Debt instrument face amount $ 150,000          
Debt instruments interest rate percentage 12.00%          
Debt instruments term 18 months          
Debt instruments conversion price, percentage 60.00%          
Small Business Administration [Member]            
Amount paid in favor of judgement   $ 11,770,722        
XML 27 R17.htm IDEA: XBRL DOCUMENT v3.10.0.1
Investments and Notes Receivable (Details Narrative) - USD ($)
 3 Months Ended 12 Months Ended
Sep. 30, 2018
Jun. 30, 2016
Transfer of note receivable to SBA to settle part of accrued interest $ 75,000  
Two Notes Receivable [Member]    
Loss on investment   $ 100,425
Exchanged part of investment amount   $ 75,000
Debt term   1 year
XML 28 R18.htm IDEA: XBRL DOCUMENT v3.10.0.1
Related Party Transactions - Schedule of Amounts Owned to Related Parties (Details) - USD ($)
Sep. 30, 2018
Jun. 30, 2018
Judgment Payable (acquired by Roran from SBA) $ 10,427,300 $ 10,427,300
Interest on Judgment Payable 169,174 163,261
Convertible Note Payable (See Note 4) 86,639 $ 63,055
CEO And Chairman Of Board [Member]    
Judgment Payable (acquired by Roran from SBA) 10,427,300  
Interest on Judgment Payable 159,299  
Convertible Note Payable (See Note 4) 124,338  
Interest on Convertible Note Payable 9,875  
Due to related parties $ 10,720,812  
EXCEL 29 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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̹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how.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 31 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 33 FilingSummary.xml IDEA: XBRL DOCUMENT 3.10.0.1 html 18 82 1 false 5 0 false 4 false false R1.htm 00000001 - Document - Document and Entity Information Sheet http://waterside.com/role/DocumentAndEntityInformation Document and Entity Information Cover 1 false false R2.htm 00000002 - Statement - Balance Sheets Sheet http://waterside.com/role/BalanceSheets Balance Sheets Statements 2 false false R3.htm 00000003 - Statement - Balance Sheets (Parenthetical) Sheet http://waterside.com/role/BalanceSheetsParenthetical Balance Sheets (Parenthetical) Statements 3 false false R4.htm 00000004 - Statement - Statements of Operations (Unaudited) Sheet http://waterside.com/role/StatementsOfOperations Statements of Operations (Unaudited) Statements 4 false false R5.htm 00000005 - Statement - Statements of Cash Flows (Unaudited) Sheet http://waterside.com/role/StatementsOfCashFlows Statements of Cash Flows (Unaudited) Statements 5 false false R6.htm 00000006 - Disclosure - Organization and Operations Sheet http://waterside.com/role/OrganizationAndOperations Organization and Operations Notes 6 false false R7.htm 00000007 - Disclosure - Significant Accounting Policies Sheet http://waterside.com/role/SignificantAccountingPolicies Significant Accounting Policies Notes 7 false false R8.htm 00000008 - Disclosure - Notes Payable Notes http://waterside.com/role/NotesPayable Notes Payable Notes 8 false false R9.htm 00000009 - Disclosure - Investments and Notes Receivable Notes http://waterside.com/role/InvestmentsAndNotesReceivable Investments and Notes Receivable Notes 9 false false R10.htm 00000010 - Disclosure - Related Party Transactions Sheet http://waterside.com/role/RelatedPartyTransactions Related Party Transactions Notes 10 false false R11.htm 00000011 - Disclosure - Subsequent Events Sheet http://waterside.com/role/SubsequentEvents Subsequent Events Notes 11 false false R12.htm 00000012 - Disclosure - Significant Accounting Policies (Policies) Sheet http://waterside.com/role/SignificantAccountingPoliciesPolicies Significant Accounting Policies (Policies) Policies http://waterside.com/role/SignificantAccountingPolicies 12 false false R13.htm 00000013 - Disclosure - Related Party Transactions (Tables) Sheet http://waterside.com/role/RelatedPartyTransactionsTables Related Party Transactions (Tables) Tables http://waterside.com/role/RelatedPartyTransactions 13 false false R14.htm 00000014 - Disclosure - Organization and Operations (Details Narrative) Sheet http://waterside.com/role/OrganizationAndOperationsDetailsNarrative Organization and Operations (Details Narrative) Details http://waterside.com/role/OrganizationAndOperations 14 false false R15.htm 00000015 - Disclosure - Significant Accounting Policies (Details Narrative) Sheet http://waterside.com/role/SignificantAccountingPoliciesDetailsNarrative Significant Accounting Policies (Details Narrative) Details http://waterside.com/role/SignificantAccountingPoliciesPolicies 15 false false R16.htm 00000016 - Disclosure - Notes Payable (Details Narrative) Notes http://waterside.com/role/NotesPayableDetailsNarrative Notes Payable (Details Narrative) Details http://waterside.com/role/NotesPayable 16 false false R17.htm 00000017 - Disclosure - Investments and Notes Receivable (Details Narrative) Notes http://waterside.com/role/InvestmentsAndNotesReceivableDetailsNarrative Investments and Notes Receivable (Details Narrative) Details http://waterside.com/role/InvestmentsAndNotesReceivable 17 false false R18.htm 00000018 - Disclosure - Related Party Transactions - Schedule of Amounts Owned to Related Parties (Details) Sheet http://waterside.com/role/RelatedPartyTransactions-ScheduleOfAmountsOwnedToRelatedPartiesDetails Related Party Transactions - Schedule of Amounts Owned to Related Parties (Details) Details 18 false false All Reports Book All Reports wscc-20180930.xml wscc-20180930.xsd wscc-20180930_cal.xml wscc-20180930_def.xml wscc-20180930_lab.xml wscc-20180930_pre.xml http://xbrl.sec.gov/dei/2018-01-31 http://fasb.org/us-gaap/2018-01-31 true true ZIP 35 0001493152-18-015741-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001493152-18-015741-xbrl.zip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