Statement of Beneficial Ownership (sc 13d)
July 09 2020 - 9:24AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934 (Amendment No. __)
Waterside
Capital Corporation
|
(Name
of Issuer)
|
Common
|
(Title
of Class of Securities)
|
140
West 31st Street, 2nd Floor, New York, New York 10001
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
|
June
8, 2020
|
(Date
of Event which Requires Filing of this Statement)
|
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b)
for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE
13D
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Roran
Capital LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
4,247,666
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
4,247,666
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,247,666
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70%
(based upon number of outstanding shares in most recent company 10K)
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
Item
1.
|
Security
and Issuer
|
This
Schedule 13D relates to the common shares of Waterside Capital Corporation (“WSCC”). The principal executive offices
of WSCC are located at 140 West 31st Street, 2nd Floor, New York, New York 10001.
Item
2.
|
Identity
and Background
|
(a)
Roran Capital, LLC;
(b)
140 West 31st Street, 2nd Floor, New York, New York 10001;
(c)
NA;
(d)
Has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);
(e)
Neither reporting person nor its managing member, Yitzhak Zelmanovitch, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws;
Item
3.
|
Source
and Amount of Funds or Other Considerations
|
The
source of consideration was conversion $124,500 principal amount of its promissory note with Waterside Capital Corporation (the
“Company”) and $25,500 of accrued and unpaid interest thereon, totaling $150,000, into 4,166,666 shares of Company
Common Stock at the stated conversion price per share of $0.036.
Item
4.
|
Purpose
of Transaction
|
Purpose
is partial conversion of the promissory note issued by the Company to the reporting person with respect to funds loaned by the
reporting person to the Company to fund business operations. On June 8, 2020, Roran Capital converted $124,500 principal amount
of its promissory note with Waterside Capital Corporation (the “Company”) and $25,500 of accrued and unpaid interest
thereon, totaling $150,000, into 4,166,666 shares of Company Common Stock at the stated conversion price per share of $0.036.
The remaining balance due on the promissory note is $104,838 in principal and $19,988 in interest, and the Company has not yet
amended its Loan Agreement and Promissory Note with Roran Capital to extend the maturity date, which expires on June 19, 2020.
Item
5.
|
Interest
in Securities of the Issuer
|
(a)
|
4,247,666
shares representing 70 percent of the outstanding common stock of the Company based upon the most recently reported number
of shares outstanding in the Company’s most recent filings.
|
|
|
(b)
|
4,247,666
|
|
|
(c)
|
Previously
owned 81,000 shares, and on June 8, 2020, Roran Capital converted $124,500 principal amount of its promissory note with Waterside
Capital Corporation (the “Company”) and $25,500 of accrued and unpaid interest thereon, totaling $150,000, into
4,166,666 shares of Company Common Stock at the stated conversion price per share of $0.036.
|
|
|
(d)
|
N/A
|
|
|
(e)
|
N/A
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
NONE
Item
7.
|
Material
to Be Filed as Exhibits
|
NONE
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
July
9, 2020
|
|
Dated
|
|
|
|
/s/
Yitzhak Zelmanovitch
|
|
Signature
|
|
|
|
Managing
Member of Roran Capital, LLC
|
|
Name/Title
|
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner
of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his
signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).