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) |
| 941872103 |
| (CUSIP Number) |
| 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
| CUSIP No. | 941872103 |
| 1 | NAMES OF REPORTING PERSONS
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 |
| Page 2 |
| 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
| Page 3 |
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).
| Page 4 |
