Ryan Schadel acquired 69.7% stake in Waterside Capital Corporation (OTCPK:WSCC) from Roran Capital LLC for $0.39 million on September 2, 2021. Pursuant to the Stock Purchase Agreement, Roran Capital agreed to sell to Ryan Schadel 4,247,666 shares of Waterside Capital’s common stock for a cash consideration of $0.39 million to be paid at closing. Additionally, Roran Capital agreed to forgive all amounts owed by Waterside Capital to Roran pursuant to a Promissory Note dated September 19, 2017 (approximately $186,279 in principal and interest outstanding as of the Effective Date), which Roran agreed would be terminated and cancelled pursuant to a debt forgiveness and release agreement between Waterside Capital and Roran. A deposit of $50,000 has been sent by Ryan Schadel to David L Hill and Hill Innovative Law, LLC (“Escrow Agent”) which shall be utilized to pay a portion of the purchase price to be paid to Roran. At closing, Waterside Capital shall expand its Board to be a number of persons as determined by Ryan Schadel, and to name such persons as selected by Ryan Schadel as Directors on Waterside Capital Board; and name such persons as selected by Ryan Schadel as officers of Waterside Capital, to the positions as determined by Ryan Schadel. All of the Directors and officers of Waterside Capital other than those named in or pursuant to Section 2.04(a) shall resign from all such positions with the Waterside Capital. The consummation of the transaction was subject to certain customary closing conditions including the parties must be satisfied that each of the representations and warranties made by the parties in the SPA are true and correct in all material respects as of the closing date, and that each party has performed or complied in all material respects with all covenants and conditions required by the SPA to be performed or complied with by it prior to or at the closing; no governmental prohibitions against the closing; all consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transaction, or required for the closing to occur, or for the continued operation of Waterside after the closing date on the basis as presently operated, shall have been obtained; Waterside shall be current and up-to-date with all reporting and filing obligations with the SEC pursuant to the Securities Act and the Exchange Act and with its reporting obligations to the OTC Markets; as of the closing date, Waterside shall have no liabilities in excess of $1,000 except liabilities incurred in the ordinary course of business not in excess of $5,000; Waterside shall have filed its Form 10-K with the SEC for the fiscal year ended June 30, 2021; Waterside shall have delivered to Ryan its financial statements and other books and records reasonably requested in connection with Ryan’s due diligence investigation of the Waterside, with no disclosure being materially different from the information it has received as of the Effective Date and other conditions. The manager of Roran has determined that the transaction is desirable and in the best interests of Roran and its members and the Board of Directors of Waterside Capital has determined that the transaction is desirable and in the best interests of Waterside Capital and its shareholders. The execution, delivery and performance of this agreement by Waterside Capital Corporation, and the consummation of transaction, have been duly authorized by Waterside Capital’s Board. Clifford J. Hunt of Law Office of Clifford J. Hunt, P.A. acted as legal advisor to Waterside Capital and Roran. John Cacomanolis of Anthony L.G., PLLC acted as legal advisor to Ryan Schadel. Ryan Schadel entered into a Stock Purchase Agreement completed the acquisition of 69.7% stake in Waterside Capital Corporation (OTCPK:WSCC) from Roran Capital LLC on September 2, 2021. Additionally, Roran forgave all amounts owed to it under the Promissory Note by Waterside Capital and cancelled the Promissory Note pursuant to a debt forgiveness and release agreement entered into between Waterside Capital and Roran on September 2, 2021. Waterside Capital’s sole director and officer, Zindel Zelmanovitch, appointed Ryan Schadel as the sole Director of Waterside Capital, and appointed Ryan Schadel as Chief Executive Officer and Secretary of Waterside Capital. Immediately thereafter, Zindel Zelmanovitch resigned from all officer and Director positions with Waterside Capital.